REORGANIZATION AND EXCHANGE AGREEMENT

                                      AMONG

                                 TRANSTAR, INC.,
                            TRANSTAR HOLDINGS, L.P.,
                                       AND
                                 USX CORPORATION

<PAGE>
                                      INDEX
                                                                            Page
I.       The Reorganization
         1.1      Recapitalization of Holdings Companies.......................3
         1.2      Exchange of Holdings Stock...................................3
         1.3      Exchange of Management Stock.................................3
         1.4       Exchange of Management Options..............................4
II.      Asset & Liability Allocations
         2.1      General Rule.................................................4
         2.2      B&LE Dividend in Kind........................................4
         2.3      Intercompany Accounts........................................5
         2.4      Release of Cross Guarantees..................................6
         2.5      Bank Debt Repayment and Allocation...........................8
         2.6      Post-Closing Payments for Pre-Closing Items.................11
III.     Employee Matters
         3.1      Continuation of Employment..................................12
         3.2      Pension Plans...............................................12
         3.3      Thrift Plans................................................17
         3.4      Insurance and Other Welfare Benefit Plans...................19
         3.5      Retirees....................................................21
         3.6      Employee Transfers..........................................21
         3.7      Management Plans............................................21
IV.      Tax Matters
         4.1      Tax Indemnity...............................................22
                  4.1.1    Definitions........................................22
                  4.1.2    Indemnification....................................26
                  4.1.3    Credit Enhancement Provided by Holdings............39
                  4.1.4    Acquisition of 50% or More of Ownership Interests
                           in Holdings........................................43
                  4.1.5    Circumstances for USX Credit Enhancements..........44
                  4.1.6    Duration of Indemnity Provisions/Survival of
                           Indemnification/Successors and Assigns.............46
         4.2      Tax Matters Agreement.......................................46
V.       Transportation Matters
         5.1      Transportation Services Agreements..........................46
         5.2      Non-Interference............................................47
VI.      Amendments to 1988 Agreements
         6.1      Stockholders Agreement......................................48
         6.2      Asbestos Assumption and Indemnification Agreement...........48
         6.3      Environmental Indemnification Agreement.....................49
         6.4      USS Name License Agreement..................................49
         6.5      Agreement Concerning Leases, Licenses and Easement..........50
         6.6       Asset Purchase Agreement...................................50
         6.7      Services and Technical Assistance Agreement.................50
VII.     Inter-Company Services
         7.1      Services Agreement..........................................50
         7.2      B&LE Services Agreement.....................................51
         7.3      Completion of Services Agreement............................51
         7.4      Completion of B&LE Services Agreement.......................60
         7.5      Building Lease..............................................60
VIII.    Mutual Assumptions Concerning Transtar and the Transtar Companies
         8.1      Mutual Assumptions..........................................60
                  8.1.1    Existence and Organization.........................61
                  8.1.2    Corporate Authority................................62
                  8.1.3    Conflicts and Consents.............................63
                  8.1.4    Transtar Disclosure Documents......................63
                  8.1.5    Financial Statements...............................63
                  8.1.6    Legal Proceedings and Violations...................64
                  8.1.7    Changes Since December 31, 1999....................65
                  8.1.8    Taxes..............................................65
                  8.1.9    Benefit Plans......................................66
                  8.1.10   Material Contracts.................................67
                  8.1.11   Insurance..........................................68
                  8.1.12   Title to Properties................................68
                  8.1.13   Condition and Sufficiency of Assets................69
                  8.1.14   Environmental Matters..............................69
                  8.1.15   Labor Matters......................................71
                  8.1.16    No Prior Discussions..............................71
IX.      Representations and Warranties
         9.1      Representations and Warranties of USX.......................72
                  9.1.1    Existence and Organization.........................72
                  9.1.2     Corporate Authority...............................72
                  9.1.3    Conflicts and Consents.............................73
                  9.1.4    No Prior Discussions...............................73
                  9.1.5    Ownership of USX Stock.............................73
         9.2      Representations and Warranties of Holdings..................73
                  9.2.1    Existence and Organization.........................73
                  9.2.2    Authority..........................................74
                  9.2.3    Conflicts and Consents.............................74
                  9.2.4    No Prior Discussions...............................74
                  9.2.5    Ownership of Holdings Stock........................75
         9.3       Representations Exclusive..................................75
X.       Certain Covenants
         10.1     Interim Operations..........................................75
         10.2     Regulatory Approvals........................................78
         10.3     Future Disposition of Units.................................78
         10.4     Consents....................................................80
         10.5     Due Diligence and Access....................................80
         10.6     Relation to Holdings Notes..................................81
         10.7     Post Closing Access.........................................81
         10.8     Further Assurances..........................................81
         10.9     Holdings Officer............................................82
         10.10    Commercially Reasonable Efforts.............................82
XI.      Conditions to Closing
         11.1     Conditions Precedent to Obligations of USX..................83
                  11.1.1   Opinion of Counsel.................................83
                  11.1.2   Representations and Warranties.....................83
                  11.1.3    Covenants and Agreements..........................83
                  11.1.4   Material Adverse Change............................84
                  11.1.5   PBGC...............................................84
                  11.1.6   Good-Standing Certificates.........................84
                  11.1.7   Execution of Documents.............................84
         11.2     Conditions Precedent to Obligations of Holdings.............85
                  11.2.1   Opinions of Counsel................................85
                  11.2.2   Representations and Warranties.....................85
                  11.2.3   Covenants and Agreements...........................85
                  11.2.4   Material Adverse Change............................86
                  11.2.5   Exchanged Stock....................................86
                  11.2.6   Financing..........................................86
                  11.2.7   PBGC...............................................87
                  11.2.8   Good-Standing Certificates.........................87
                  11.2.9   Execution of Documents.............................87
         11.3     Mutual Conditions Precedent.................................87
                  11.3.1   No Injunctions.....................................87
                  11.3.2   STB Approval.......................................87
                  11.3.3   HSR Filing.........................................88
                  11.3.4   Tax Free Reorganization............................88
                  11.3.5    Execution of Accession Agreement by Trustee.......88
XII.     Closing
         12.1     Closing Date................................................88
         12.2     The Closing.................................................88
         12.3     Effective Date..............................................91
         12.4     Termination.................................................91
         12.5     Time Is Of The Essence......................................92
XIII.    Miscellaneous
         13.1     Expenses....................................................92
         13.2     Notices.....................................................93
         13.3     Applicable Laws; Counterparts, Consent to Jurisdiction......94
         13.4     Entire Agreement............................................94
         13.5     Advisors....................................................95
         13.6     Publicity...................................................95
         13.7     Descriptive Heading.........................................95
         13.8     Severability................................................96
         13.9     Survival....................................................96
         13.10    Parties.....................................................96
         13.11    Amendment...................................................96
         13.12    Successors and Assigns......................................96

                             Exhibits and Schedules

Exhibit List

         A                          Speer Agreement

         B                          Accession Agreement

         C                          Tax Matters Agreement

         D                          Substitute Fleet TSA

         E                          Substitute TSA

         F                          Stockholders Agreement Termination

         G                          Asbestos Agreement

         H                          Environmental Indemnification Agreement

         I                          Environmental Agreement Termination

         J                          USS Name License Agreement

         K                          Asset Purchase Agreement Amendment

         L                          1988 Services Agreement Amendment

         M                          White & Case Opinion

         N                          USX Opinion

         O                          Services Charging Formula

         P                          Mediation, Arbitration and Force Majeure

         Q                          Monroeville Building Lease Terms


Schedule List
         2.4(c)                     Speer Calculation

         3.2(x)                     Non-Shared Employees

         3.2(y)                     Shared Employees

         3.6(a)                     Transferred Non-Union Employees

         3.6(b)                     Transferred Union Represented Employees

         8.1.1                      Capitalization of Transtar Companies

         8.1.9                      Transtar  Plans  not  filed as  exhibits  to
                                    Transtar Disclosure Documents

         8.1.13(x)                  Excluded Assets of Holdings Companies

         8.1.13(y)                  Excluded Assets of USX Companies

         8.1.14                     Compliance with Environmental Laws

         10.4                       Required Consents

<PAGE>


                      REORGANIZATION AND EXCHANGE AGREEMENT


         This  Reorganization  and  Exchange  Agreement  (this  "Agreement")  is
entered into as of this 4th day of October, 2000 by and among Transtar,  Inc., a
Delaware corporation  ("Transtar"),  Transtar Holdings, L.P., a Delaware limited
partnership ("Holdings") and USX Corporation, a Delaware corporation ("USX").


                                   WITNESSETH:


         WHEREAS:  The authorized  capitalization of Transtar consists of 10,000
shares of Class A Voting  Common Stock ("A Stock") and 10,000  shares of Class B
Non-voting Common Stock ("B Stock");

         WHEREAS:  Holdings  owns  beneficially  and of record 5,100 shares of A
Stock and 5,100 shares of B Stock (collectively, the "Holdings Stock");

         WHEREAS:  USX owns  beneficially  and of record 4,900 shares of A Stock
and 3,900 shares of B Stock (collectively, the "USX Stock");

         WHEREAS: PNC Bank, N.A. (formerly Pittsburgh National Bank), as trustee
under  the  Management  Stock  Trust  Agreement  dated  December  28,  1988 (the
"Trustee"),  holds of record 50 shares of B Stock  (the  "Management  Stock") in
connection with the Transtar,  Inc. Equity  Participation  Plan, as amended (the
"Management Stock Plan");

         WHEREAS: As of the date hereof, of the 1,000 shares of management stock
originally  issued to the Trustee in connection with the Management  Stock Plan,
50 shares remain  outstanding as Management Stock and 950 shares are now held in
treasury by Transtar,  all 950 shares of which have been  previously  awarded to
participants  who elected to retire and receive  benefits in accordance with the
Management Stock Plan;

         WHEREAS:  Of all of the  options  granted  to  participants  under  the
Transtar,  Inc.  Stock Option Plan, as amended (the  "Management  Option Plan"),
options  representing  400 shares of B Stock are  outstanding  (the  "Management
Options");

         WHEREAS: Transtar is a holding company that directly or indirectly owns
all of the issued  and  outstanding  stock of  Bessemer  and Lake Erie  Railroad
Company ("B&LE");  the Duluth, Missabe and Iron Range Railway Company ("DM&IR");
the  Pittsburgh & Conneaut Dock Company  ("Dock");  USS Great Lakes Fleet,  Inc.
("Fleet");  Birmingham  Southern Railroad Company ("B Southern");  Elgin, Joliet
and Eastern Railway  Company  ("EJ&E");  Fairfield  Southern  Company,  Inc. ("F
Southern");  The Lake Terminal  Railroad Company ("Lake  Terminal");  McKeesport
Connecting  Railroad  Company  ("MCC");  Mobile River Terminal  Company ("MRT");
Union Railroad Company ("URR"); Warrior and Gulf Navigation Company ("W&G"), Mon
Valley Railway Company ("Mon Valley"),  Tracks Traffic and Management  Services,
Inc.; GLF Credit  Corporation ("GLF Credit"),  GLF Great Lakes Corporation ("GLF
Lakes"),  and Cuyahoga  Dock,  Inc.  ("Cuyahoga")  (collectively,  the "Transtar
Companies");

         WHEREAS: A Stockholders Agreement,  dated December 29, 1988, among USX;
Blackstone  Transportation  Partners LP; a Delaware  limited  partnership  and a
predecessor in interest to Holdings;  Blackstone Capital Partners LP, a Delaware
limited  partnership and a predecessor in interest to Holdings and Transtar (the
"Stockholders  Agreement") provides that the By-laws of Transtar (the "By-laws")
can be amended by  unanimous  action of all  holders of A Stock,  requires  that
Holdings  and USX will vote  together to elect three  individuals  nominated  by
Holdings and two nominated by USX, and imposes  significant  restrictions on the
ability of any shareholder to dispose of its shares of Transtar;

         WHEREAS:  The  By-laws  provide  that most  matters  require  unanimous
approval of directors nominated by both USX and Holdings;

         WHEREAS:  Holdings and USX have significant  differences concerning the
future direction of Transtar and its subsidiaries: and

         WHEREAS: In order to resolve these issues and to allow Transtar and its
various  subsidiaries  to  continue  to  operate  profitably  in  their  ongoing
transportation  businesses,  the parties have  concluded  that it is in the best
interest of the owners,  employees,  customers and suppliers of Transtar and its
subsidiaries  to reorganize to result in USX owning 100% of Transtar and certain
of its  subsidiaries  and in  Holdings  owning  100% of the  remaining  Transtar
subsidiaries.

         NOW,  THEREFORE,  in consideration  of the mutual  covenants  contained
herein,  and  intending  to be legally  bound,  the  parties do hereby  agree as
follows:


                                    Article I

                               The Reorganization

Section 1.1    Recapitalization of Holdings Companies.

         On or before the Closing Date, as  hereinafter  defined,  Transtar will
cause  each of B&LE,  DM&IR,  Fleet and Dock to  convert  all of its  issued and
outstanding  shares of common stock into 5,100 shares of voting common stock and
5,100 shares of  non-voting  common  stock each  (collectively,  the  "Exchanged
Stock").

Section 1.2    Exchange of Holdings Stock.

         On the Closing Date,  Transtar will exchange all of the Holdings  Stock
for 5,100 shares of voting stock and 5,050 shares of non-voting stock in each of
B&LE, DM&IR,  Fleet and Dock. (B&LE,  DM&IR,  Fleet and Dock,  together with Mon
Valley,  Cuyahoga,  GLF Credit and GLF Lakes,  to  hereinafter  be  collectively
called the "Holdings Companies",  and individually each to be called a "Holdings
Company",  and Transtar and all of its other direct and indirect subsidiaries to
be collectively called the "USX Companies", and individually each to be called a
"USX Company").

Section 1.3    Exchange of Management Stock.

         On the  Closing  Date,  Transtar  will  exchange  a number of shares of
non-voting  stock in each of the B&LE,  DM&IR,  Fleet and Dock ("New  Management
Stock") acceptable to Holdings for all of the Management Stock.

Section 1.4    Exchange of Management Options.

         On the Closing Date, each of the B&LE, DM&IR,  Fleet and Dock will have
created new management  option plans,  will reserve stock for issuance  pursuant
thereto and will exchange  stock options in each of the B&LE,  DM&IR,  Fleet and
Dock or, at  Holdings  option,  options  on  limited  partnership  interests  in
Holdings ("New Management Options") for the Management Options.


                                   Article II

                          Asset & Liability Allocations

Section 2.1    General Rule.

         Except as otherwise  specifically  provided in this  Agreement  and the
Exhibits and Schedules  attached hereto,  each of the Holdings Companies and the
USX Companies  shall  continue to remain liable for all of their  liabilities as
they exist on the Closing Date whether known or unknown: absolute or contingent;
arising by contract, tort, statute,  ordinance,  regulation,  judicial decree or
administrative  order;  recorded or unrecorded in the  accounting  and financial
record;  or  arising  in the  past,  present  or  future.  Except  as  otherwise
specifically  provided in this Agreement and the Exhibits and Schedules attached
hereto,  each of the Holdings  Companies and the USX Companies shall continue to
own or lease all of their  existing  assets.  All parties  acknowledge  that all
assets of the Holdings Companies, on the one hand, and the USX Companies, on the
other hand, will be delivered in their "AS IS WHERE IS" condition on the Closing
Date  and that no  party  is  making  any  representations  express  or  implied
concerning the assets of the USX Companies and the Holdings Companies.

Section 2.2    B&LE Dividend in Kind.

         Immediately  prior to the Closing Date, B&LE shall declare and transfer
to Transtar as a dividend in kind (i) all of the computer  equipment,  software,
license agreements, furniture, fixtures and other personal property used by B&LE
exclusively in the provision of services to the Holdings Companies,  USX and the
USX  Companies,  (ii) all  books,  records  and  printouts  held by the B&LE and
related  solely to USX and the USX  Companies,  and (iii)  copies of all  books,
records and printouts  held by the B&LE and related to USX and the USX Companies
for which the  originals  are not part of the  dividend in (ii) above (the "B&LE
Dividend"); provided, however, the B&LE Dividend shall not include any software,
license  agreements or other personal property used solely by B&LE in connection
with the  provision  of services to one or more of the Holdings  Companies.  For
purposes of this  agreement  the value of all such assets  shall be deemed to be
the net book value of such assets.

Section 2.3    Intercompany Accounts.

         (a) On the Closing Date, Transtar shall cause all intercompany accounts
(other than those specified in Section 2.3(b) below) between it and any Holdings
Company  to  be  settled.  Transtar  will,  as  necessary,  contribute  existing
intercompany  indebtedness  as a  capital  contribution  to one or  more  of the
Holdings Companies or cause one or more of the Holdings Companies to declare and
pay dividends to Transtar in order to achieve this result.  On the Closing Date,
job protection  liabilities related to the B&LE employees created as a result of
the July 15, 1997  B&LE/TCIU  Implementing  Agreement  shall be allocated to and
shall thereafter remain with the company who, immediately  following the Closing
Date,  employs the individual to whom the liability is  attributable;  provided,
however,  if such  employee  is a Union B&LE  Transferee  (as defined in Section
3.2(d) hereof), such liability shall remain with the B&LE until such time as the
employee is actually transferred to a USX Company, whereupon such liability will
be transferred to, and shall thereafter remain with, such USX Company.

         (b)  On the  Closing  Date,  Transtar  shall  cause  each  of  the  USX
Companies,  on the one hand,  and the  Holdings  Companies  on the other hand to
settle all  outstanding  payables  and  receivables  between them except for (i)
matters relating to ordinary course commercial transactions,  including, but not
limited to, the provision of transportation services by multiple carriers, which
shall remain  outstanding  and be paid in the normal course of business (ii) tax
matters which are specifically  addressed in the Tax Matters Agreement  referred
to in Section  4.2  hereof and (iii)  Cross  Guarantees  (as  defined in Section
2.4(b)  hereof) and  allocations  related to the Transtar  Credit  Agreement (as
defined in Section 2.5 hereof).

Section 2.4    Release of Cross Guarantees.

         (a)  Prior  to  the  Closing  Date,  the  parties  shall  identify  all
guarantees,  indemnities or other credit support provided between (i) any of the
USX  Companies  (excluding  Transtar),  on the one hand,  and (ii) any  Holdings
Company,  on the other hand,  (the "Internal  Guaranteed  Contracts")  and shall
enter  into  good  faith  negotiations  to  terminate  or  modify  all  Internal
Guaranteed  Contracts in a manner to release or otherwise relieve any obligation
contingent or otherwise on a Holdings  Company,  in the case of USX or Transtar,
or a USX Company (excluding  Transtar),  in the case of Holdings.  To the extent
that any such  Internal  Guaranteed  Contract is not so  terminated or modified,
such Internal  Guaranteed Contract shall remain in full force and effect and (i)
to the extent any Holdings Company is the beneficiary of any Internal Guaranteed
Contract,  the relevant Holdings Company shall, in each case,  severally and not
jointly with any other  Holdings  Company;  indemnify  and hold the relevant USX
Company  harmless  from and against any and all  damages,  losses,  obligations,
liabilities, claims, encumbrances,  deficiencies, costs and expenses (including,
without limitation,  penalties,  fines and reasonable  attorneys' fees and other
costs  and  expenses  incident  to any  suit,  action,  investigation,  claim or
proceeding)  (all  hereinafter  referred to collectively as "Losses")  suffered,
sustained,  incurred,  or  required  to be paid by such USX Company by reason of
such Internal Guaranteed Contract and (ii) to the extent that any USX Company is
the beneficiary of any Internal  Guaranteed  Contract,  the relevant USX Company
shall,  in each case  severally  and not  jointly  with any  other USX  Company,
indemnify and hold the relevant  Holdings  Company harmless from and against any
and all Losses  suffered,  sustained,  incurred  or  required to be paid by such
Holdings Company by reason of such Internal Guaranteed Contract.

         (b)  Prior  to  the  Closing  Date,  the  parties  shall  identify  all
guarantees, indemnities or other credit support provided by Transtar (including,
without limitation,  instances where Transtar and any Holdings Company are joint
obligors)  on  behalf of any  Holdings  Company  (the  "Third  Party  Guaranteed
Contracts" and, collectively with the Internal Guaranteed Contracts,  the "Cross
Guarantees") and Holdings shall enter into good faith  negotiations to terminate
or otherwise modify all Third Party Guaranteed  Contracts in a manner to release
all obligations,  contingent or otherwise, upon Transtar. To the extent that any
such Third Party  Guaranteed  Contract is not so  terminated  or modified,  such
Third  Party  Guaranteed  Contract  shall  remain in full force and effect  and,
Holdings and the relevant Holdings Company shall jointly and severally indemnify
and  hold  Transtar  harmless  from and  against  any and all  Losses  suffered,
sustained,  incurred  or required to be paid by Transtar by reason of such Third
Party Guaranteed Contract:  provided,  however,  Holdings shall not be obligated
with respect to any such Third Party Guaranteed Contract if one of the following
has occurred:

         (i)      A third party,  with an  investment  grade credit  rating from
                  Moody's  or  Standard  and  Poors  and  otherwise   reasonably
                  acceptable to USX and Transtar (it being  understood  that USX
                  or  Transtar,   as  the  case  may  be,  shall  be  considered
                  reasonable in rejecting any third party that (x) competes with
                  the U.S.  Steel  Group of USX in the markets in which the U.S.
                  Steel  Group is then  active  or (y)  competes  directly  with
                  Transtar  in  the  provision  of   transportation   services),
                  unconditionally  indemnifies  Transtar  with  respect  to  all
                  Losses suffered, sustained, incurred or required to be paid by
                  Transtar  by reason of such Third Party  Guaranteed  Contract;
                  provided  that  the  other  terms  of such  indemnity  must be
                  acceptable to Transtar in its reasonable discretion; or

         (ii)     Some other  provision  has been made to (1)  release  Transtar
                  from  and  against  any  and  all  liability,   contingent  or
                  otherwise,  under such Third Party Guaranteed  Contract or (2)
                  indemnify  Transtar  from  and  against  any  and  all  Losses
                  suffered,  sustained,  incurred  or  required  to be  paid  by
                  Transtar  by reason of such Third Party  Guaranteed  Contract;
                  provided  that  any  such  provision  must  be  acceptable  to
                  Transtar in its sole discretion.

         Notwithstanding  anything to the contrary set forth herein, for so long
as Transtar  remains  obligated  in any manner in  connection  with respect to a
Third Party  Guaranteed  Contract,  Holdings  shall cause the relevant  Holdings
Company  to  carry  insurance  providing  for  policy  limits,  and  deductibles
substantially  similar to those in effect on the date hereof and, subject to any
limitations imposed by such Third Party Guaranteed Contract,  naming Transtar as
an additional  insured under any such policy in connection with such Third Party
Guaranteed Contract.

         (c) For so long as the Motor  Vessel  Edgar B. Speer  (Official  Number
621104) shall be sub-chartered by Fleet from USX, Holdings agrees to cause Fleet
to pay to USX an annual fee equal to 3/4 of 1% of the  average  balance  due (as
described in Schedule  2.4(c)) under the Charter dated September 1, 1980 between
State Street Bank and Trust Company,  successor  trustee to Connecticut Bank and
Trust  Company,  as owner  trustee,  and USX, as  successor  by merger to United
States  Steel  Corporation.   USX  and  Fleet  have  entered  into  the  written
sub-charter attached as Exhibit A (the "Speer Agreement").

         For so long as the Motor Vessel Edgar B. Speer (Official Number 621104)
(the "Speer") shall be sub-chartered by Fleet from USX, Holdings shall cause the
Fleet to (i) covenant to USX to carry  insurance in connection  with the Fleet's
sub-charter  of the  Speer  which  (A)  for so  long  as  USX  is  permitted  to
self-insure  under the  Charter,  provides  for policy  limits  and  deductibles
substantially  similar to those in effect on the date hereof and (B) for so long
as USX is  not  permitted  to  self-insure  under  the  Charter,  satisfies  the
insurance  requirements  of the  Charter  and,  in  each  case,  subject  to any
limitations imposed by the Charter,  names USX as an additional insured and (ii)
to covenant to USX to satisfy the  financial  requirements  of the Oil Pollution
Act of 1990, as amended from time to time.

Section 2.5    Bank Debt Repayment and Allocation.

         (a) On the Closing Date and immediately after the exchange contemplated
by Section 1.2 hereof shall have occurred, all debt outstanding under the Credit
Agreement dated as of December 7, 1993, as amended and restated as of August 26,
1999,  among  Transtar,  the  lenders  named  therein and Chase  Manhattan  Bank
(successor  to  Chemical  Bank),  as Agent,  as amended  (the  "Transtar  Credit
Agreement")  shall be repaid.  The debt repayment shall be allocated between the
Holdings  Companies  on the one hand and the USX  Companies on the other hand in
accordance with the following formula:

Holdings Companies                      USX Companies

56 % of Transtar Credit Balance         44% of Transtar Credit Agreement Balance

Plus $4,080,416                         Minus $4,080,416
------------------------------------    ------------------------------------
Final Holding Companies Repayment       Final USX Companies Repayment Amount
Amount

For purposes of this Section 2.5,  "Transtar Credit Agreement Balance" means the
outstanding amount under the Transtar Credit Agreement plus all accrued interest
as of the Closing Date.

         Prior to the Closing Date,  but in no event more than two business days
prior to the Closing Date, Transtar shall, in good faith, prepare and deliver to
USX and Holdings an estimate of the actual consolidated cash of Transtar and the
Transtar Companies as of the Closing Date (the "Estimated Cash Statements") and,
on the Closing Date,  shall  allocate the aggregate cash to provide the Holdings
Companies with 56% of such aggregate cash and the USX Companies with 44% of such
aggregate  cash.  To the extent  possible,  such  allocation  shall be made in a
manner that does not create or increase any excess loss  account,  as defined in
Treasury  Regulation Section  1.1502-19,  that Transtar may have in the stock of
any Transtar Company.  As soon as practicable after the Closing Date, but in any
event not later than thirty (30) days after the Closing  Date,  (i) Holdings and
USX agree to cooperate to close the books of each of the Holdings  Companies and
the USX  Companies  and (ii)  Transtar,  Holdings and USX shall,  in good faith,
jointly  determine and prepare  statements of the amount of cash held by each of
the USX  Companies  and the Holdings  Companies as of the time of closing on the
Closing Date (the "Actual  Cash  Statements").  To the extent that the amount of
cash reflected on the Actual Cash Statements of the USX Companies exceeds in the
aggregate  44% of the  amount  of  total  cash  reflected  on  the  Actual  Cash
Statements  of  both  the  USX  Companies  and  the  Holdings  Companies  in the
aggregate, then USX shall cause to be paid to Holdings or a Holdings Company, at
the sole discretion of Holdings, within one business day after the determination
of the Actual Cash Statements by wire transfer of immediately available funds to
an account or  accounts  designated  in  writing by  Holdings  an amount of cash
sufficient to ensure that the Holdings  Companies in the aggregate have received
56% of the total cash on the books of Transtar and its consolidated subsidiaries
as of the Closing Date.  To the extent that the amount of cash  reflected on the
Actual Cash Statements of the Holdings Companies exceeds in the aggregate 56% of
the amount of total cash  reflected  on the Actual Cash  Statements  of both the
Holdings  Companies and the USX Companies in the aggregate,  then Holdings shall
cause to be paid to USX or a USX Company,  at the sole discretion of USX, within
one business day after the  determination  of the Actual Cash Statements by wire
transfer of immediately  available funds to an account or accounts designated in
writing by USX an amount of cash  sufficient to ensure that the USX Companies in
the  aggregate  have received 44% of the total cash on the books of Transtar and
its  consolidated  subsidiaries as of the Closing Date. Such adjusting  payments
shall be deemed to be made immediately prior to the Closing and shall be treated
as  distributions  from the paying  company or  companies  to  Transtar,  and as
capital  contributions  from Transtar to the recipient company or companies.  To
the  extent  possible,  such  payments  shall be made in a manner  that does not
create or increase any excess loss  account,  as defined in Treasury  Regulation
Section 1.1502-19.

         (b)  Holdings  shall  cause  the  Holdings  Companies  to pay the Final
Holdings  Companies  Repayment Amount specified in (a) above and USX shall cause
the USX Companies to pay the Final USX Companies  Repayment  Amount specified in
(a) above.  Notwithstanding  anything to the contrary set forth herein, Holdings
may, at its  option,  elect to assume,  or to cause the  Holdings  Companies  to
assume,  its portion of the Transtar  Credit  Agreement  Balance as specified in
Section 2.5(a) and not to pay such amount;  provided that if Holdings  elects to
assume or cause the  assumption  of such  obligation,  Holdings  shall  obtain a
novation,  release  or  other  assurances  from the  lenders  under  the  Credit
Agreement,  all to the effect (and to the reasonable satisfaction of USX and any
USX  Company)  that none of USX,  Transtar  or any USX  Company  shall  have any
further obligation whatsoever for any such obligation so assumed.

         (c)  Prior  to  the  Closing   Date,   Transtar   shall  make   capital
contributions  as necessary to eliminate or to reduce to the extent possible any
excess loss account, as defined in Treasury  Regulation Section 1.1502-19,  that
it would  otherwise have in the stock of any Transtar  Company as of the Closing
Date.  The capital  contribution  to any Holdings  Company will come solely from
funds dividended by one or more other Holdings  Companies after the execution of
this  Agreement.  The capital  contribution  to any USX Company will come solely
from funds  dividended by one or more other USX Companies after the execution of
this  Agreement.  Transtar will cause one or more  Holdings  Companies or one or
more USX  Companies  to declare and pay  dividends  to Transtar in order to make
such contributions.

Section 2.6    Post-Closing Payments for Pre-Closing Items.

         (a)  Holdings  and  the  Holdings  Companies  shall  indemnify  the USX
Companies  for 56% of all amounts paid by any such USX Company after the Closing
Date with respect to transaction  related costs  pertaining to the  transactions
contemplated by this Agreement and not otherwise addressed herein.

         (b) Transtar and the other USX Companies  shall  indemnify the Holdings
Companies  for 44% of all amounts paid by any such  Holdings  Company  after the
Closing  Date with  respect  to  transaction  related  costs  pertaining  to the
transactions contemplated by this Agreement and not otherwise addressed herein.

         (c) All costs  incurred by Transtar  or Tracks  Traffic and  Management
Services,  Inc. ("Tracks") relating to Closing Date or pre-Closing Date activity
which are not solely for the  expense of  Transtar  or Tracks and which are paid
after the Closing Date shall be allocated to the Transtar  Company to which such
costs relate.  If such costs cannot be specifically  identified with one or more
Transtar  Companies,  or if such costs were  incurred by Transtar in its role as
holding  company for the Transtar  Companies,  or were incurred by Tracks in its
cash  management  role for the  Transtar  Companies,  then such  costs  shall be
allocated  56% to the  Holdings  Companies  and  44% to the USX  Companies.  The
Transtar  Company or Companies  allocated  costs under this Section 2.6(c) shall
indemnify  Holdings,  USX or any other  Transtar  Company for any such allocated
costs  paid  after the  Closing  Date by  Holdings,  USX or any  other  Transtar
Company.


                                   Article III

                                Employee Matters

Section 3.1    Continuation of Employment.

         (a) Except as otherwise  set forth in this  Article III, all  non-union
employees employed by Transtar or any Transtar Company  immediately prior to the
Closing Date (the "Non-Union  Employees")  shall continue to be employed by such
Company as employed them immediately prior to the Closing Date and shall receive
the same  salary or wage as they  received  and be subject to the same terms and
conditions of employment as they were immediately prior to the Closing Date.

         (b) Each USX Company and each Holdings  Company shall continue in place
each  collective  bargaining  and other  agreements in effect between it and any
labor union and shall continue to provide all employment and other  entitlements
provided to employees  represented  by such labor unions in accordance  with the
terms of such collective bargaining  agreements (the "Union Employees"),  except
as modified by agreement of the parties or by an  arbitrator  in order to permit
the transfer of employees contemplated by Section 3.6(b) herein.

         (c) For  purposes  of this  Agreement  Non-Union  Employees  and  Union
Employees  shall  include  all  individuals  on  disability,  leave of  absence,
vacation,  holiday, layoff or other status that would entitle such individual to
employment by any USX Company or Holdings Company.

Section 3.2    Pension Plans.

         (a) Current  Plans.  Transtar  will remain the sponsor of the Transtar,
Inc.  Non-Contributory  Pension Plan and the Transtar,  Inc. Salaried Retirement
Plan (the "Transtar Pension Plans").

         (b)  Holdings  Plans.  As soon as possible  after the Closing  Date and
effective as of the Closing Date,  Holdings shall establish,  or shall cause one
of the Holdings Companies to establish, one or more defined benefit pension plan
or plans (the "Spinoff  Plans")  providing  pension benefits to the employees of
the Holdings Companies (i) that, in the case of represented employees,  meet the
obligations of all collective bargaining agreements applicable to such employees
and (ii) that are  generally  comparable  to those  currently  provided  to such
employees.

         (c) Plan Asset Transfers. As soon as practicable,  Transtar shall cause
to be transferred: (i) from the respective Transtar Pension Plans to the Spinoff
Plans, the Accrued Liability (as defined below) for all participants  identified
as  transferring to the respective  Holdings  Companies and (ii) from the trusts
relating to the Transtar  Pension Plans to the trust or trusts created under the
Spinoff Plans (the "Holdings Trusts"),  an amount of allocated assets determined
in the manner below (the "Asset Transfer Amount").  Participants transferring to
the Holdings  Companies (the "Holdings  Participants")  include active employees
transferring  to the  employment  of the  Holdings  Companies as  identified  in
Section 3.6 and retired  employees  transferring  to the  Holdings  Companies as
identified in Section 3.5, including associated  dependents for both. As soon as
practicable  following the Closing Date, Transtar will cause Retirement Benefits
Services,  Inc. (the "Current Actuary") to calculate the Accrued Liability as of
the Closing  Date (the  "Valuation  Date") of all  participants  in the Transtar
Pension  Plans  and  then to  compare,  on a  plan-by-plan  basis,  the  Accrued
Liability  of all the  participants  in each  Transtar  Pension Plan to the fair
market value of the assets in the  respective  Transtar  Pension Plans as of the
Valuation  Date.  If the  Accrued  Liability  as of the  Valuation  Date  of all
participants  in a Transtar  Pension  Plan is less than the fair market value of
the assets as of the Valuation Date in such Transtar Pension Plan, then Transtar
will cause assets  (determined as of the Valuation Date) to be transferred  from
such Transtar Pension Plan to the Holdings Trusts to the  corresponding  Spinoff
Plan equal to the  product of (x) such fair  market  value of the assets in such
Pension  Plan  multiplied  by (y) a  fraction,  the  numerator  of  which is the
projected  benefit  obligation  ("PBO") of the  Holdings  Participants  for such
Transtar  Pension Plan as of the Valuation Date, and the denominator of which is
the PBO of all  participants  in such Transtar  Pension Plan as of the Valuation
Date. For purposes of the preceding sentence, the PBO shall be determined on the
basis of each employee's  age,  service and  compensation,  and the terms of the
respective  Transtar  Pension Plans in effect on the Valuation Date,  using: (i)
the 30-year  Treasury rate in effect on the Valuation Date plus 100 basis points
rounded to the nearest one-half (1/2) percent for the discount rate; (ii) a lump
sum rate that is 200 basis points less than the discount rate used; (iii) salary
scales for determining the accrued benefits  liability at an average annual rate
of 4% for salaried  employees  and 3.5% for wage  employees;  and (iv) all other
actuarial  assumptions and methods  identical to those used by Transtar for SFAS
No.  87  disclosures  for the year  ended  December  31,  1999.  If the  Accrued
Liability as of the Valuation  Date of all  participants  in a Transtar  Pension
Plan is equal to or greater than the fair market value as of the Valuation  Date
of the assets in such  Transtar  Pension  Plan,  then the Current  Actuary  will
determine the amount of assets allocable to the Accrued Liabilities attributable
to Holdings Participants based on Section 4044 of the Employee Retirement Income
Security Act of 1974, as amended  ("ERISA")  (the "Section  4044  Amount"),  and
Transtar will cause assets equal in value to the Section 4044 Amount  applicable
to Holdings Participants under such Transtar Pension Plan to be transferred from
such Transtar Pension Plan to the Holdings Trust for the  corresponding  Spinoff
Plan.  The Asset Transfer  Amount for the  respective  Plans shall be the dollar
amount of allocated assets determined in accordance with the above, increased or
decreased by the actual  return on the market value of assets,  and decreased by
the amount of actual benefit payments for the Holdings  Participants  subsequent
to the Valuation Date and prior to the date of transfer; provided, however, that
in no event shall the Asset Transfer Amount be less than the amount necessary to
satisfy  Section 414 (l) of the Code (as defined in Section 4.1.1 hereof).  Upon
the  transfer  of the Asset  Transfer  Amount the  Spinoff  Plan will assume all
benefit liabilities and obligations of the corresponding  Transtar Pension Plan,
solely with respect to Holdings  Participants  under such Transtar  Pension Plan
from which that  transfer was made and will become with respect to such Holdings
Participants  responsible for all acts,  omissions and transactions  under or in
connection with such Transtar Pension Plan,  whether arising before or after the
Closing,  other than to the extent  resulting from acts or omissions of Transtar
or its affiliates after the Closing. With respect to each Spinoff Plan, Transtar
will continue to administer  benefit claims for Holdings  Participants until the
first of the month following the transfer date of the Asset Transfer  Amounts to
the Holdings Trusts. As used in this Agreement,  "Accrued  Liability" shall mean
the termination  liabilities of the applicable participants under the respective
Transtar Plans  calculated in accordance with Sections  401(a)(12) and 414(l) of
the  Code,  including  the  use of the  Pension  Benefit  Guarantee  Corporation
("PBGC")  interest rate  applicable to immediate and deferred  annuities for the
termination  of  single  employer  plans in effect on the first day of the month
containing  the  Valuation  Date.  These  are the same  liabilities  used in the
allocation of assets for the Section 4044 Amount, if required.

         (d) If the  authorized  representatives  of the Union B&LE  Transferees
(defined below) have not signed a TCIU Implementation  Agreement indicating TCIU
approval of transfer of the  employment of the Union B&LE  Transferees  to a USX
Company (the "TCIU  Approval") as of the Closing Date,  all pension  liabilities
and any assets held in trust for the satisfaction of liabilities associated with
such Union B&LE  Transferees  at the Closing Date will be  transferred  from the
Transtar,  Inc.  Non-Contributory  Pension  Plan  to the  Spinoff  Plan  and the
Holdings Trust covering union employees as part of the transfers contemplated in
Sections  3.2(b)  and  3.2(c).  "Union  B&LE  Transferees"  shall mean the union
administrative  employees to be transferred  from the B&LE to a USX Company (the
number  of  such  employees  to  be up to  60  non-shared  union  administrative
employees and up to 25 shared union administrative  employees) and so identified
in Schedules  3.2(x) and 3.2(y).  For purposes of this Section 3.2, it is agreed
that the  employees of the USX Companies  and the Holdings  Companies  listed in
Schedule  3.2(x) are  non-shared  employees  and that the  employees  of the USX
Companies  listed in  Schedule  3.2(y) are shared  employees.  At the end of the
month in which the actual payroll  responsibility for the Union B&LE Transferees
is transferred to a USX Company (the "Holdings Transfer Return Date), a spin-off
of pension  liabilities  and  corresponding  assets  ("Holdings  Transfer Return
Amount')   will  be  made  from  the  Spinoff   Plan  to  the   Transtar,   Inc.
Non-Contributory  Pension Plan, or a successor USX pension plan,  (the "Holdings
Transfer  Return")  consistent  with the  allocation  methodology  identified in
Sections 3.2(c) and 3.2(h) as it pertains to the Union B&LE Transferees, without
regard to the de  minimis  test of  Section  414(l) of the Code.  If the  assets
allocated respecting the Union B&LE Transferees' liabilities consistent with the
methodology  identified  in Section  3.2(c) had been  reduced by an amendment or
early  termination  program  adopted  by the  Spinoff  Plan in which  Union B&LE
Transferees  participate  after  the  Closing  Date but  prior  to the  Holdings
Transfer Return Date and a comparable  amendment or early termination program is
not adopted by the Transtar, Inc.  Non-Contributory Pension Plan, or a successor
USX pension plan, the excess, if any, of (a) the Holdings Transfer Return Amount
computed as if such  amendment or program were not adopted over (b) the Holdings
Transfer  Return Amount shall be paid,  together with interest up to the date of
transfer  using the rate paid on 30-day U.S.  Treasury  Bills and an  additional
gross-up amount to reflect USX's  effective  federal and state income tax rates,
to Transtar in cash by Holdings at the same time the  Holdings  Transfer  Return
Amount  is  transferred  to  the  trust  associated  with  the  Transtar,   Inc.
Non-Contributory Pension Plan, or a successor USX pension plan.

         (e)  Multi-Employer  Plans.  After the Closing Date,  Holdings shall or
shall cause Fleet to  contribute to  multi-employer  pension plans in respect of
Union  Employees  employed  by  Fleet  pursuant  to  any  collective  bargaining
agreements  to  which  Fleet  may  be  a  party.  Holdings  Companies  shall  be
responsible  for all  contributions  with respect to their own employees for all
multi-employer plans.

         (f) As  soon as  practical  Holdings  shall  take or  shall  cause  the
Holdings Companies to take all steps reasonably necessary to qualify the Spinoff
Plans under the Code.

         (g)  Non-qualified  Plans. The USX Companies shall continue to maintain
the Transtar  non-qualified  plans and the Holdings  Companies  shall  establish
non-qualified plans designed to provide benefits in excess of the limits imposed
by  Sections  415 and  401(a)(17)  of the  Code  for  defined  benefit  plans as
appropriate for the participants respectively assigned to each party (as defined
under Section 3.6 and Section 3.5, including  dependents of such  participants);
and to the extent that any plan is funded the USX  Companies  shall  transfer or
assign to Holdings or a Holdings Company any assets held for the satisfaction of
benefit  obligations to participants  assigned to Holdings or a Holdings Company
under  Section  3.5 or  Section  3.6 of  this  Agreement.  Further,  liabilities
recorded on Transtar's books with respect to participants of such plans prior to
the Closing Date shall be  transferred  on the Closing Date to the company which
will employ such participant immediately following the Closing Date.

         (h) In the  event  that  either  USX or  Holdings  disagrees  with  any
calculations  made by the Current Actuary they may, at their sole expense,  have
the  calculations  reviewed  by  another  actuary  of their  choice.  If USX and
Holdings  mutually  determine that they are unable to resolve such  disagreement
then each shall select an actuary (who may be the actuary chosen pursuant to the
preceding  sentence) and these two such  actuaries  shall select a third actuary
whose  determination  shall be final and binding  upon all  parties.  Each party
shall pay the cost of the  actuary it selects and each shall pay one half of the
cost of the third actuary. The Current Actuary,  Holdings and Transtar will each
cause to be provided to any actuary designated by Holdings,  Transtar or USX all
information in its possession or under its control that is reasonably  necessary
to review  the  determination  and the  calculation  of the  Accrued  Liability,
Section  4044  Amount  and  other  determinations  or  calculations  related  to
pensions,  in  all  respects,   and  to  verify  that  such  determinations  and
calculations  have been performed in a manner  consistent with the terms of this
Agreement.

Section 3.3    Thrift Plans.

         (a) Transtar  shall remain the sponsor of the  Transtar,  Inc.  Savings
Plan for Salaried Employees and the Transtar,  Inc. Savings Plan for Represented
Employees ("Transtar Thrift Plans").

         (b) As soon  as  practical  after  the  Closing  Date,  Holdings  shall
establish a thrift plan, or plans,  (the "Holdings  Thrift Plan")  substantially
similar  to the  Transtar  Thrift  Plans.)  As of  the  Closing  Date,  Holdings
Companies'  employees  will cease to be eligible to actively  participate in the
Transtar  Thrift  Plans.  Upon the  establishment  of the  Holdings  Thrift Plan
Transtar  shall cause the  Transtar  Thrift  Plans to  transfer to the  Holdings
Thrift Plan the accounts of all  participants  in the Transtar  Thrift Plans who
are employed by the  Holdings  Companies,  including  those  transferred  to the
Holdings  Companies  pursuant  to Section  3.6  hereof,  or who  retired  from a
Holdings Company (the "Holdings Thrift Plan Participants"). Transtar shall cause
the trust  maintained  under the Transtar  Thrift Plans to transfer to the trust
established  under the  Holdings  Thrift  Plan the  assets  attributable  to the
Holdings Thrift Plan Participants under the Transtar Thrift Plans; provided that
amounts  invested in loans to such  participants  shall be  transferred in kind.
Contingent  upon the transfer of assets  attributed to the Holdings  Thrift Plan
Participants,  Holdings  will assume all  benefit  obligations  of the  Transtar
Thrift Plans relating to the Holdings  Thrift Plan  Participants.  The amount of
assets  transferred  will  be  equal  to the sum of (x)  the  excess  of (A) the
Holdings  Thrift Plan  Participants  accounts  under the  Transtar  Thrift Plans
determined as of the last date of the month preceding the transfer date over (B)
any  benefit  payments  made to  Holdings  Thrift  Plan  Participants  under the
Transtar  Thrift  Plans  during the period from the  preceding  month end to the
transfer date and (y) interest on such excess  amount from the  preceding  month
end to the  transfer  date using the rate paid on 30 day  Treasury  Bills on the
transfer date.

         (c)  The  USX  Companies   shall  continue  to  maintain  the  Transtar
non-qualified  plans and the Holdings  Companies shall  establish  non-qualified
plans  designed to provide  benefits in excess of the limits imposed by Sections
415  and  401(a)(17)  of the  Code  for  thrift  plans  as  appropriate  for the
participants  respectively  assigned  to each party  pursuant to Section 3.5 and
Section 3.6; and, to the extent that any plan is funded, the USX Companies shall
transfer  or assign to  Holdings  or a Holdings  Company any assets held for the
satisfaction of benefit  obligations to participants  assigned under Section 3.5
or Section 3.6 of this Agreement.  Further,  liabilities  recorded on Transtar's
books with respect to participants of such plans prior to the Closing Date shall
be  transferred  on the  Closing  Date to the  company  which will  employ  such
participant immediately following the Closing Date.

         (d) If the TCIU  Approval has not been obtained as of the Closing Date,
all Transtar  Thrift Plan assets  attributable to the accounts of the Union B&LE
Transferees at the Closing Date will be transferred to the trust associated with
the  Holdings  Thrift  Plan as part of the  transfers  contemplated  in  Section
3.3(b). At the end of the month in which actual payroll  responsibility  for the
Union B&LE Transferees is transferred to a USX Company, all Holdings Thrift Plan
assets  attributable to the Union B&LE  Transferees  will be transferred back to
the Transtar Thrift Plan  consistent  with the methodology  described in Section
3.3(b).

Section 3.4    Insurance and Other Welfare Benefit Plans.

         (a)  Continuation of Current Plans.  Transtar shall or shall cause each
of the other USX  Companies to maintain the  medical,  life and other  insurance
programs currently provided to employees and retirees of the USX Companies.

         (b) Establishment of Holdings Plans. Holdings shall or shall cause each
of the  Holdings  Companies  to  establish  medical,  life and  other  insurance
programs providing benefits  comparable to those currently provided to employees
and retirees of the Holdings Companies.

         (c)  Interim  Provisions  of  Benefits.   Transtar  shall  continue  to
administer  claims  and shall  cause  payments  to be made to  employees  of the
Holdings  Companies who were  participants in Transtar  medical,  life,  vision,
dental,  supplemental  sickness and other insurance  programs for up to 180 days
following  the  Closing  Date to allow  Holdings  to  establish  its own  plans.
Transtar  shall  continue to administer  runout claims until they are completed.
Holdings shall reimburse Transtar weekly for all amounts paid and costs incurred
in  connection  with such  services  upon receipt of  appropriate  documentation
thereof.

         (d) Other Programs. Transtar shall cause the USX Companies and Holdings
shall cause the Holdings  Companies to continue to provide  vacation,  leave and
other employee policies substantially similar to those currently provided.

         (e)  Service  Recognition.  All  benefit  programs  referred to in this
Section 3.4 of USX, Holdings,  the USX Companies or the Holdings Companies shall
recognize  service of any employees of the Transtar  Companies  employed by USX,
Holdings, any such USX Company or any such Holdings Company, respectively, after
the Closing  Date with any of USX, the USX  Companies or the Transtar  Companies
for all purposes and shall recognize all co-payments and deductibles incurred in
the  calendar  year of the  Closing  Date under  corresponding  programs  of the
Transtar Companies prior to the Closing Date.

         (f) If TCIU  Approval  has been  obtained as of the Closing  Date,  all
medical,   life,   other  insurance   liabilities  and  other  employee  benefit
liabilities  currently  provided to such  employees and any assets held in trust
for the satisfaction of such  liabilities  associated with such employees at the
Closing Date will not be transferred  from the Transtar plans or trusts covering
union  employees to the Holdings  Companies'  newly created  medical,  life, and
other welfare plans and associated trusts as part of the transfers  contemplated
under other  subsections  of this  Section  3.4. If TCIU  Approval  has not been
obtained as of the Closing Date, all medical,  life, other insurance liabilities
and other employee benefit liabilities  currently provided to such employees and
any assets held in trust for the  satisfaction  of such  liabilities  associated
with such  employees at the Closing Date will be  transferred  from the Transtar
plans or trusts  covering  union  employees  to the  Holdings  Companies'  newly
created medical,  life, and other welfare plans and associated trusts as part of
the transfers  contemplated  under other subsections of this Section 3.4. Again,
if TCIU Approval has not been obtained as of the Closing Date, at the end of the
month in which actual payroll  responsibility  for the Union B&LE Transferees is
transferred to a USX Company, all medical,  life and other insurance liabilities
attributable to the Union B&LE  Transferees will be transferred back to Transtar
along with all assets held for the satisfaction of such liabilities.

         (g) General.  Unless specifically provided otherwise in this Agreement,
responsibility  for employee benefit  liabilities,  including without limitation
compensation,  workers' compensation,  incentive,  employment, split dollar life
insurance policies, VEBA, supplemental unemployment benefits or other payroll or
benefit  liabilities,  for employees of the Transtar Companies shall be the sole
responsibility  of the USX  Company or  Holdings  Company  which  employed  such
employee as of the Closing Date. Any assets held for the satisfaction of benefit
obligations to such  employees so employed by a Holdings  Company on the Closing
Date, whether held in trust or otherwise,  shall be transferred to such Holdings
Company  or a trust  designated  by it and,  in the  case of split  dollar  life
deposits, such transfer shall occur on the Closing Date.

Section 3.5    Retirees.

         For all purposes  under this Article III,  responsibility  for benefits
payable to persons who retired  from any of the  Transtar  Companies in the past
and are receiving or entitled to receive any  retirement  benefits now or in the
future shall be the sole  responsibility  of the last  Transtar  Company to have
employed such person.  This liability  allocation shall include legal liability,
accounting treatment such as OPEB and administrative responsibility.

Section 3.6    Employee Transfers.

         (a) Non-Union  Employees.  Effective  immediately  prior to the Closing
Date, certain non-union employees of the Transtar Companies shall be transferred
as set forth in the  Schedule  attached  hereto as  Schedule  3.6(a) or as shall
otherwise be agreed upon by USX and Holdings.

         (b) Union Employees.  Effective  immediately prior to the Closing Date,
or as soon  thereafter as possible  under  amendments  to applicable  collective
bargaining agreements or arbitration  decisions,  certain union employees of the
Transtar  Companies  shall be transferred as set forth in the Schedule  attached
hereto as Schedule 3.6(b).

Section 3.7    Management Plans.

         On the Closing  Date and  effective  as of the Closing  Date,  Holdings
shall assume all of the obligations of Transtar under the Management  Stock Plan
and the Management  Stock Option Plan (the  "Management  Plans") and shall enter
into amendments to the Management  Plans  reasonably  acceptable to Holdings and
the Trustee which shall preserve for the participants under the Management Plans
the economic benefits of such plans immediately prior to the Closing Date.


                                   Article IV

                                   Tax Matters

Section 4.1    Tax Indemnity.

         Section 4.1.1     Definitions.

         For purposes of this Section 4.1 the following definitions shall apply:

         "Applicable Credit Amount" means the sum of (i) the B&LE Credit Amount,
if B&LE is a Holdings Company  described in Section 4.1.3(a) below; and (ii) the
DMIR Credit Amount, if DM&IR is a Holdings Company described in Section 4.1.3(a)
below;  and  (iii) the  Fleet  Credit  Amount,  if Fleet is a  Holdings  Company
described in Section 4.1.3(a) below; and (iv) the Dock Credit Amount, if Dock is
a Holdings  Company  described in Section  4.1.3 (a) below.  For purposes of the
definition of Applicable  Credit Amount and Applicable Taxes, a Holdings Company
is  described in Section  4.1.3(a)  below if (a) in a  transaction  other than a
Permitted Transfer, (i) Holdings sells, transfers, assigns or otherwise disposes
of such  Holdings  Company's  stock (or if such  Holdings  Company  disposes  of
substantially  all of its assets) during the Credit Period,  or (ii) one or more
persons  are  treated as  acquiring  directly  or  indirectly  the stock of such
Holdings  Company and each condition set forth in Section 4.1.4(a) is met or (b)
Holdings  elects to provide credit  enhancement  pursuant to Section  4.1.3(a)3,
Section  4.1.3(a)4 or Section  4.1.3(a)5  with respect to Taxes  arising from or
based on the Split-off of such Holdings Company;  provided,  however, a Holdings
Company is not  described in Section  4.1.3(a) to the extent that it  previously
has  been  described  in  Section  4.1.3(a)  and  one of  the  forms  of  credit
enhancement set forth in 4.1.3(b)1 has been obtained with respect thereto.

         "Applicable  Taxes"  means  the  sum of (i)  B&LE  Taxes,  if B&LE is a
Holdings  Company  described in Section  4.1.3(a) below; and (ii) DMIR Taxes, if
DM&IR is a Holdings Company  described in Section 4.1.3(a) below; and (iii) Dock
Taxes, if Dock is a Holdings  Company  described in Section  4.1.3(a) below; and
(iv) Fleet Taxes, if Fleet is a Holdings  Company  described in Section 4.1.3(a)
below.

         "B&LE Credit Amount" means $15,810,000.

         "B&LE Taxes" means all Taxes  resulting from the Split-off of B&LE that
(i) are caused by a Holdings Triggering Event, or (ii) result from any breach by
Holdings of either the  representation  in Section  9.2.4 or covenant in Section
10.3(a).

         "Code" means the Internal Revenue Code of 1986, as amended.

         "Credit Period" means the period from the date of the Split-off through
the  earlier of: (i) the  expiration  of the  statute of  limitations  for Taxes
imposed on Transtar  that are  triggered  by the  Split-off  and (ii) the fourth
anniversary of the Split-Off.

         "DMIR Credit Amount" means $48,200,000.

         "DMIR Taxes" means all Taxes resulting from the Split-off of DM&IR that
are caused by (i) a Holdings Triggering Event, or (ii) result from any breach by
Holdings of either the  representation  in Section  9.2.4 or covenant in Section
10.3 (a).

         "Dock Credit Amount" means $3,860,000.

         "Dock Taxes" means all Taxes  resulting from the Split-off of Dock that
are caused by (i) a Holdings Triggering Event, or (ii) result from any breach by
Holdings of either the  representation  in Section  9.2.4 or covenant in Section
10.3 (a).

         "Finally Determined" means that one of the following has occurred:  (1)
a  decision,  judgment,  decree  or  other  order  by  any  court  of  competent
jurisdiction,  which decision,  judgment, decree or other order has become final
(e.g., when all allowable appeals thereof have been exhausted by either party to
the action or the time for filing such appeal has expired) or the  acceptance of
the terms of an administrative  determination if Transtar consents in writing to
such acceptance,  (2) the exhaustion of all administrative remedies if a contest
cannot be currently brought in a court of competent jurisdiction,  (3) a closing
agreement  entered into under  Section 7121 of the Code or any other  settlement
agreement  entered  into  in  connection  with  an  administrative  or  judicial
proceeding,  or (4) the  expiration  of the time  for  instituting  a claim  for
refund, or if such a claim was filed, the expiration of the time for instituting
suit with respect thereto.

         "Fleet Credit Amount" means $32,130,000.

         "Fleet  Taxes" means all Taxes  resulting  from the  Split-off of Fleet
that are caused by (i) a Holdings  Triggering  Event,  or (ii)  result  from any
breach by Holdings of either the  representation in Section 9.2.4 or covenant in
Section 10.3 (a).

         "Holdings  Taxes" means all Taxes resulting from the Split-off that are
caused by (i) a Transtar Triggering Event, or (ii) result from any breach by USX
of either the representation in Section 9.1.4 or covenant in Section 10.3 (b).

         "Holdings  Triggering  Event" means,  (A) any acquisition  (including a
redemption),  directly or indirectly  (excluding all indirect acquisitions which
in the  aggregate do not exceed 10% of the  outstanding  stock of such  Holdings
Company),  of the stock  (or  substantially  all of the  assets)  of a  Holdings
Company  during  the  Triggering  Period;  (B)  any  acquisition   (including  a
redemption),  directly or indirectly,  of the stock of a Holdings  Company after
the Triggering  Period that,  together with the  Split-off,  is determined to be
part of a plan (or  series of  related  transactions),  within  the  meaning  of
Section 355(e) of the Code, pursuant to which 1 or more persons acquire directly
or indirectly stock representing a 50% or greater interest in a Holdings Company
and that causes  Section  355(e) of the Code to apply to the Split-off  (whereby
stock of one or more of the  Holdings  Companies  is not  treated  as  qualified
property  for  purposes  of  Section  355(c)  of the  Code);  or (C)  the  sale,
termination or substantial change of a business of a Holdings Company within the
Triggering  Period if, due to such sale,  termination or substantial  change,  a
Holdings  Company is not  engaged in the active  conduct of a trade or  business
immediately  after the  Split-off  (within the meaning of Section  355(b) of the
Code).

         "No-Fault Taxes" means all Taxes described in Section 4.1.2 (c).

         "Permitted Transfer" means (1) an issuance of employee stock options or
(2) a sale or other  transfer of primary or secondary  equity  securities or (3)
any  other  direct or  indirect  transfer  of the stock of one or more  Holdings
Companies  or one or more  USX  Companies;  provided  that  (a)  after  all such
issuance of options or such sale or other  transfers  described  in (1),  (2) or
(3),  the  percentage  of stock owned  directly or  indirectly  in the  Holdings
Company or USX Company whose stock is involved,  by all persons  owning stock in
such  corporation  immediately  after the  Split-off,  has not  decreased in the
aggregate by 50% or more (by vote or value) (after  applying the aggregation and
attribution rules set forth in Code Section  355(e)(4)(C)) or (b) such issuance,
sale or transfer  involves the acquisition by a person of stock or securities in
any  successor  corporation  of a Holdings  Company or USX  Company by reason of
holding  stock or  securities  in such  Holdings  Company  or USX  Company  (for
purposes  of this  Section  4.1,  such  stock or  securities  in such  successor
corporation  shall be treated as stock or securities in such Holdings Company or
such USX Company,  as the case may be). In addition,  a Permitted Transfer shall
include any transfer  proposed by (i)  Holdings and  consented to by Transtar or
(ii) proposed by Transtar and  consented to by Holdings,  such consent not to be
unreasonably withheld or delayed.  Whether such consent is unreasonably withheld
or delayed shall be determined  based solely on whether such  issuance,  sale or
transfer  might  reasonably  result in Taxes  subject  to  indemnity  under this
Section  4.1. If a party  requests  the consent of the other to make a transfer,
such other party shall be deemed to have  consented in writing to such  transfer
unless such other party otherwise sends a written  response within 45 days after
a written request to make such a transfer is sent.

         "Split-off"  means  the  distribution  of the  stock  of  the  Holdings
Companies in exchange for all of the Holdings Stock and the Management Stock.

         "Taxes" means (1) all taxes, assessments or other governmental charges,
including,  without  limitation,  all federal,  state,  local or foreign  taxes,
charges,   fees,  duties,  levies  or  other  assessments   including,   without
limitation,  net or gross income,  gross  receipts,  net or gross  proceeds,  ad
valorem,  real and personal  property  (tangible and  intangible),  sales,  use,
franchise,  user,  transfer,  value-added,  fuel, excess profits,  occupational,
employees'  income   withholding,   unemployment,   Social  Security,   Railroad
Retirement,  Railroad  Unemployment  Insurance,  alternative or add-on  minimum,
estimated,  environmental and franchise taxes, including interest,  penalties or
additions  to tax  attributable  to or imposed on or with respect to such taxes,
which are imposed by any  governmental  body whether  disputed or not, and shall
include any liability for such amounts as a result of either being a member of a
combined,  consolidated,  unitary  or  affiliated  group  or  of  a  contractual
obligation  to indemnify  any person or other  entity and (2) related  costs and
attorneys fees.

         "Transtar  Triggering  Event" means,  (A) any acquisition  (including a
redemption),  directly or indirectly  (excluding all indirect acquisitions which
in the aggregate do not exceed 10% of the outstanding stock of Transtar), of the
stock (or  substantially  all of the assets) of Transtar  during the  Triggering
Period; (B) any acquisition (including a redemption), directly or indirectly, of
the stock of  Transtar  after the  Triggering  Period  that,  together  with the
Split-off,   is  determined  to  be  part  of  a  plan  (or  series  of  related
transactions),  within the  meaning of Section  355(e) of the Code,  pursuant to
which 1 or more persons acquire directly or indirectly stock  representing a 50%
or greater  interest in Transtar and that causes  Section  355(e) of the Code to
apply to the Split-off  (whereby stock of one or more of the Holdings  Companies
is not treated as  qualified  property  for  purposes  of Section  355(c) of the
Code);  or (C) the sale or termination  of, or substantial  change in, an active
business  of  Transtar  within  the  Triggering  Period  if,  due to such  sale,
termination or substantial change, Transtar is not engaged in the active conduct
of a trade or business  immediately  after the Split-off  (within the meaning of
Section 355(b) of the Code).

         "Triggering  Period"  means the period  from the date of the  Split-off
through the date of the second anniversary of the Split-off.

         Section 4.1.2     Indemnification.

         (a)      Holdings Companies' Indemnification

                  1.       B&LE shall  indemnify and hold harmless  Transtar and
                           each USX Company against any B&LE Taxes.

                  2.       DM&IR shall indemnify and hold harmless  Transtar and
                           each USX Company against any DMIR Taxes.

                  3.       Fleet shall indemnify and hold harmless  Transtar and
                           each USX Company against any Fleet Taxes.

                  4.       Dock shall  indemnify and hold harmless  Transtar and
                           each USX Company against any Dock Taxes.

         (b)      USX's and Transtar's  Indemnification.  USX and Transtar shall
                  jointly and severally  indemnify  and hold harmless  Holdings,
                  any direct or indirect  owner of an interest in Holdings,  and
                  each Holdings Company against any Holdings Taxes.

         (c)      Sharing of No-Fault Taxes.

                  1.       Notwithstanding    Section   4.1.2(a)   and   Section
                           4.1.2(b),  the sole  remedy  for  No-Fault  Taxes are
                           pursuant  to  this  Section  4.1.2(c).  In the  event
                           Transtar or Holdings (or any direct or indirect owner
                           of  an  interest  in   Holdings)   incurs  any  Taxes
                           resulting  from the Split-off that result solely from
                           the  Split-off  failing to meet the  requirements  of
                           Section  355 of the Code and that are not caused by a
                           Holdings  Triggering  Event or a Transtar  Triggering
                           Event or a breach of a representation  or covenant by
                           USX or Holdings in Sections  9.1.4,  9.2.4,  10.1(n),
                           10.3(a) or 10.3(b)  (referred  to herein as "No-Fault
                           Taxes"),  such No-Fault Taxes shall be shared between
                           the Holdings  Companies  and Transtar in the ratio of
                           56%/44%.

                  2.       The Holdings Companies' share of No-Fault Taxes shall
                           be allocated to each Holdings  Company based upon the
                           Ratio of the Credit Amount for such Holdings  Company
                           to  the  total   Credit   Amounts  for  all  Holdings
                           Companies.

                  3.       Transtar's share of No-Fault Taxes shall be allocated
                           among the USX  Companies  as  follows:  B  Southern -
                           17.50%;  EJ&E -  51.65%;  F  Southern  -  .59%;  Lake
                           Terminal - 3.14%; MCC - 1.19%; MRT - 7.56%; and URR -
                           18.37%.  Transtar and each of the USX Companies shall
                           jointly  and  severally  indemnify  Holdings  (or any
                           direct or indirect  owner of an interest in Holdings)
                           against  Transtar's share of No-Fault Taxes allocated
                           to such USX Company.

         (d)      Taxes Saved.

                  1.       In the  case  of  Holdings  Taxes  indemnified  under
                           Section   4.1.2(b)  or  No-Fault  Taxes  incurred  by
                           Holdings  (or any  direct  or  indirect  owner  of an
                           interest in Holdings) and  indemnified by Transtar or
                           another USX Company  under Section  4.1.2(c),  "Taxes
                           Saved" in the future shall be repaid to USX, Transtar
                           or such other USX  Company,  as the case may be, when
                           such Taxes Saved are "Realized."

                  2.       "Taxes Saved" shall equal:  (i) the actual  reduction
                           in  Taxes  for  a  particular   taxable  period  that
                           otherwise  would have been due and  payable  for such
                           taxable period,  which reduction is solely due to (x)
                           Holding's tax basis in the Holdings  Companies or (y)
                           the tax  basis  of a  direct  or  indirect  owner  in
                           Holdings in the entity  through  which such direct or
                           indirect   owner  of  Holdings  owns  its  direct  or
                           indirect   interest  in  Holdings   (such   ownership
                           interest referred to as a "Holdings Interest"), being
                           higher than it would have been if the Split-off  were
                           tax-free   pursuant  to  Section  355  of  the  Code,
                           multiplied   by  (ii)  the   Allocation   Rate.   The
                           "Allocation   Rate"   shall   be  (A)   100%  if  the
                           indemnified  party recovered  Holdings Taxes pursuant
                           to  4.1.2(b)  and  (B) 44% if the  indemnified  party
                           recovered   No-Fault   Taxes   pursuant   to  Section
                           4.1.2(c).

                  3.       Taxes  Saved  are  "Realized"  at the time the  Taxes
                           Saved for such taxable  period  otherwise  would have
                           been due and payable to a taxing authority.

                  4.       For the avoidance of doubt,  the  following  examples
                           clarify  when Taxes Saved have been  Realized (in the
                           amount  of  the  actual  reduction  in  Taxes  for  a
                           particular taxable period as determined under Section
                           4.1.2(d)2  above) and when Taxes  Saved have not been
                           Realized:

                           (i)      If,  in a taxable  transaction,  a direct or
                                    indirect  owner  of  Holdings  transfers  or
                                    exchanges its Holdings Interest, or Holdings
                                    transfers   its   interest   in  a  Holdings
                                    Company,  such  transfers  might cause Taxes
                                    Saved to be Realized (as determined pursuant
                                    to Section  4.1.2(d)2  above).  If, however,
                                    such  transfer  is  pursuant  to a  tax-free
                                    transaction,  there  would be no Taxes Saved
                                    Realized at the time of the  transfer.  Such
                                    property received in a tax-free  transaction
                                    ("Substituted  Property")  by  a  direct  or
                                    indirect  owner of Holdings or by  Holdings,
                                    as the case may be,  shall be (for  purposes
                                    of this  Section  4.1.2(d))  treated  as the
                                    Holdings  Interest  transferred (in the case
                                    of a transfer by a direct or indirect  owner
                                    of  Holdings)  or the stock of the  Holdings
                                    Company   transferred  (in  the  case  of  a
                                    transfer by Holdings of a Holdings Company).
                                    If such Substituted Property is subsequently
                                    transferred in a taxable  transaction,  such
                                    transfer  might  cause  Taxes  Saved  to  be
                                    Realized (as determined  pursuant to Section
                                    4.1.2(d)2   above).   If,   however,    such
                                    Substituted   Property  is   exchanged   for
                                    different  property in a tax-free  exchange,
                                    there would be no Taxes Saved  Realized  and
                                    such  different  property  received would be
                                    the new Substituted  Property (that would be
                                    treated like the original  Holdings Interest
                                    transferred  (in the case of a  transfer  of
                                    the  Substituted  Property  by a  direct  or
                                    indirect  owner of Holdings) or the stock of
                                    the  Holdings  Company  transferred  (in the
                                    case  of  a  transfer  of  the   Substituted
                                    Property by Holdings)).

                           (ii)     To the extent that (x)  Holdings'  increased
                                    tax  basis in a  Holdings  Company  or (y) a
                                    direct or  indirect  owner's  increased  tax
                                    basis in its Holdings  Interest,  causes (or
                                    increases)  a loss  that  is not  used  by a
                                    person to offset  Taxes in a taxable  period
                                    or an earlier  taxable  period,  Taxes Saved
                                    have  not   been   Realized.   Such   person
                                    generally would have Taxes Saved Realized in
                                    a  subsequent  taxable  period to the extent
                                    such  loss   were   used  to  offset   Taxes
                                    otherwise due and payable in such subsequent
                                    taxable period.

                           (iii)    If a  partner  that is  required  to pay any
                                    remaining Taxes Saved when Realized dies and
                                    the tax  basis  in such  partner's  Holdings
                                    Interest is stepped up to fair market  value
                                    pursuant  to Code  Section  1014,  any Taxes
                                    Saved that have not been  Realized  prior to
                                    such partner's  death will never be Realized
                                    (and thus will never have to be repaid).

                           (iv)     If  a  partner   disposes  of  its  Holdings
                                    Interest  or   Substituted   Property  in  a
                                    taxable   transaction,   or  in  a  tax-free
                                    transaction   not   described   in   Section
                                    4.1.2(d)4(v)  or (vi),  and all Taxes  Saved
                                    are not Realized by such Partner at the time
                                    of the disposition, a subsequent disposition
                                    by  Holdings  of  the  stock  of a  Holdings
                                    Company will not cause any Taxes Saved to be
                                    Realized by such partner.

                           (v)      If a direct or  indirect  owner of  Holdings
                                    transfers   its   Holdings   Interest  in  a
                                    tax-free transaction,  other than a transfer
                                    at death, to either (i) a Conduit Entity (as
                                    defined  below)  owned more than 50% by such
                                    owner  (at  the  time   Holdings   sells  or
                                    disposes  of a Holdings  Company) or (ii) to
                                    an entity  that is not a Conduit  Entity and
                                    that is owned  more  than 80% by such  owner
                                    (at the time Holdings sells or disposes of a
                                    Holdings  Company),  and such  transfer does
                                    not result in Taxes Saved at the time of the
                                    transfer, then at the time Holdings sells or
                                    otherwise  disposes  of a Holdings  Company,
                                    such  direct or  indirect  owner of Holdings
                                    shall  be  treated  as  having  Taxes  Saved
                                    Realized  equal to (x) the  amount  of Taxes
                                    Saved such owner  would have  Realized  as a
                                    result of the sale or other  disposition  by
                                    Holdings  of such  Holdings  Company if such
                                    owner  had  not   transferred  its  Holdings
                                    Interest  to such entity  multiplied  by (y)
                                    the percentage of beneficial  ownership such
                                    owner has in the  Holdings  Interest  at the
                                    time Holdings sells or otherwise disposes of
                                    such  Holdings  Company.  A  Conduit  Entity
                                    means an  entity  which is not  treated  for
                                    federal income tax purposes as a corporation
                                    or an association  taxable as a corporation.
                                    For purposes of this  Section  4.1.2(d)4(v),
                                    an interest in an entity  (whether or not it
                                    is a  Conduit  Entity)  owned by a member of
                                    the  family  (as  defined  in  Code  Section
                                    267(c)(4)) of a direct or indirect  owner of
                                    Holdings  shall be  treated as owned by such
                                    direct or indirect owner.

                           (vi)     If a direct or  indirect  owner of  Holdings
                                    transfers its Holdings  Interest to a member
                                    of such  owner's  family (as defined in Code
                                    Section 267(c)(4)),  Taxes Saved Realized by
                                    such family member shall be treated as Taxes
                                    Saved  Realized  by such  direct or indirect
                                    owner of Holdings.

                  5.       Notwithstanding  anything to the contrary,  the total
                           Taxes  Saved for the current  taxable  period and all
                           prior  taxable  periods  with respect to a particular
                           party shall not exceed the total amounts paid to such
                           party  by  USX,   Transtar  or  another  USX  Company
                           pursuant to Section 4.1.2(b) and 4.1.2(c).

                  6.       USX's  and  Transtar's   indemnity   obligation  with
                           respect to a particular person under Section 4.1.2(b)
                           and  Transtar's   (and  the  other  USX   Companies')
                           indemnity  obligation  under  Section  4.1.2(c)  with
                           respect to a  particular  person  shall be reduced by
                           any Taxes  Saved that are  Realized by that person at
                           or prior to the time the claim for indemnification is
                           made.  Such person  shall have no  obligation  to pay
                           back to USX,  Transtar  or any other USX  Company any
                           such Taxes Saved that are Realized that reduce USX's,
                           Transtar's  or such  other  USX  Company's  indemnity
                           obligation under Section 4.1.2(b) or 4.1.2(c).

                  7.       Only  the  party  that  received  payment  from  USX,
                           Transtar  or a USX  Company  shall be  liable  to pay
                           Taxes  Saved  when   Realized  and  nothing  in  this
                           Agreement shall require any transferee of a direct or
                           indirect  interest in Holdings to pay any Taxes Saved
                           with  respect to such direct or indirect  interest in
                           Holdings  (whether or not such  transferor owes Taxes
                           saved   at  the   time  of  the   transfer   to  such
                           transferee).

         (e)      Procedure  for Direct and Indirect  Owners of  Holdings.  This
                  Section 4.1.2(e) provides (1) the procedure  pursuant to which
                  direct  and/or  indirect  owners of Holdings must make a claim
                  against  (i)  Transtar  and/or  USX  for  indemnification  for
                  Holdings  Taxes (as  provided  in Section  4.1.2(b))  and (ii)
                  Transtar and the other USX Companies for  indemnification  for
                  No-Fault  Taxes  (as  provided  in  Section   4.1.2(c))  (USX,
                  Transtar and any other USX Company referred to in this Section
                  4.1.2(e) as an "Indemnitor") and (2) the procedure pursuant to
                  which such  direct  and/or  indirect  owners of  Holdings  are
                  required to return any Taxes Saved to an Indemnitor.

                  1.       Claims against Transtar and/or USX.

                           (i)      The parties to this Agreement intend to make
                                    all  direct   and/or   indirect   owners  of
                                    Holdings   third-party    beneficiaries   to
                                    Section 4.1 of this Agreement.  Accordingly,
                                    each  direct   and/or   indirect   owner  of
                                    Holdings  has a  direct  claim  against  (A)
                                    Transtar and/or USX for  indemnification for
                                    Holdings   Taxes  (as  provided  in  Section
                                    4.1.2(b)) and (B) Transtar and the other USX
                                    Companies for  indemnification of Transtar's
                                    44% share of No-Fault  Taxes (as provided in
                                    Section 4.1.2(c)).

                           (ii)     Holdings   agrees   to   use    commercially
                                    reasonable  efforts  to (a) act as agent for
                                    the  direct   and/or   indirect   owners  of
                                    Holdings that have a direct claim against an
                                    Indemnitor and (b) cause such direct and /or
                                    indirect  owners of Holdings to use Holdings
                                    as   such   an   agent.    Holdings'    sole
                                    responsibilities as agent will be to collect
                                    indemnity claims (and other  information set
                                    forth in Section  4.1.2(e)1(iii) below) from
                                    such  direct  and/or   indirect   owners  of
                                    Holdings, forward such claims (and any other
                                    information    set    forth    in    Section
                                    4.1.2(e)1(iii)  below) to the Indemnitor and
                                    to forward  payments made by the  Indemnitor
                                    pursuant to such  claims to such  owner.  If
                                    Holdings fails to act as agent,  or a direct
                                    and/or  indirect  owner of Holdings  chooses
                                    not to use  Holdings  as an  agent  for  its
                                    claims against an Indemnitor, claims by such
                                    direct or indirect  owner of Holdings  shall
                                    not be  prejudiced  in any way. In addition,
                                    except as set forth in Section  4.1.2(e)1(v)
                                    below, no act or omission of Holdings (while
                                    acting  as or  not  acting  as  agent  of an
                                    owner)  shall  prejudice,  in any way,  such
                                    owner's  ability  to  make  a  direct  claim
                                    against  such  Indemnitor  or the  amount to
                                    which  the  owner  is   entitle  to  collect
                                    directly from the Indemnitor.

                           (iii)    To make a claim against an Indemnitor,  each
                                    direct or  indirect  owner of  Holdings  may
                                    either  present to  Holdings  or directly to
                                    the   Indemnitor  its  claim  for  indemnity
                                    against  an  Indemnitor,  together  with the
                                    signed   agreement   described   in  Section
                                    4.1.2(e)2(ii) and such  documentation as the
                                    Indemnitor may reasonably request to support
                                    such owner's indemnity claim. If a direct or
                                    indirect owner submits a certificate  from a
                                    nationally   recognized  firm  of  certified
                                    public accountants, such as a so-called "Big
                                    Five"  public  accounting  firm,  that  sets
                                    forth the amount of Taxes  incurred  by such
                                    owner  as a  result  of  Holdings  Taxes  or
                                    No-Fault Taxes (and, for purposes of the tax
                                    gross-up,  the amount of Taxes that would be
                                    owed  as  a  result   of   payments   by  an
                                    Indemnitor to such owner) (an  "Accountant's
                                    Certificate"),    it    will    be    deemed
                                    unreasonable  for the  Indemnitor to request
                                    any further  documentation  to support  such
                                    owner's   indemnity   claim.   If  an  owner
                                    provides (x) an Accountant's  Certificate or
                                    (y)  a  certificate   from  an   independent
                                    certified public  accountant that sets forth
                                    such  owner's  marginal  federal  and  state
                                    income  tax  rates for the  taxable  year at
                                    issue, then under no circumstances shall the
                                    owner be required to disclose  any other Tax
                                    return  information  to  the  Indemnitor  in
                                    order to receive  payment  for an  indemnity
                                    claim.  Holdings,  if the direct or indirect
                                    owner  uses  Holdings  as its  agent,  shall
                                    forward such claim, agreement and supporting
                                    documentation to the Indemnitor for payment.

                           (iv)     Within  30 days  after  the  Indemnitor  has
                                    received the claim for indemnification,  the
                                    signed   agreement   described   in  Section
                                    4.1.2(e)2(ii),     and    the     supporting
                                    documentation    referenced    in    Section
                                    4.1.2(e)1(iii)  for the claim from  Holdings
                                    (if  the  direct  or  indirect   owner  uses
                                    Holdings as its agent) or from the direct or
                                    indirect  owner of  Holdings,  it shall  pay
                                    such  claim to  Holdings  (if the  direct or
                                    indirect  owner uses  Holdings as its agent)
                                    or directly to such direct or indirect owner
                                    of Holdings,  unless it reasonably  disputes
                                    such claim, in which case it will attempt to
                                    resolve  the dispute  with  Holdings or with
                                    such  direct  or  indirect  owner as soon as
                                    practicable.

                           (v)      An  Indemnitor's  liability for an indemnity
                                    claim made by a direct or indirect  owner of
                                    Holdings through Holdings is relieved to the
                                    extent  the  Indemnitor   makes  payment  to
                                    Holdings  under this Section  4.1.2(e)  with
                                    respect to such claim.

                           (vi)     It is the parties'  intention  that Holdings
                                    will act  solely  as an agent of its  direct
                                    and  indirect   owners  that  submit  claims
                                    through   Holdings   with   respect  to  the
                                    indemnity  obligations  of  the  Indemnitors
                                    under this Section  4.1.2,  and Holdings has
                                    no direct  obligation  to such  owners or to
                                    the   Indemnitors   with   respect   to  the
                                    indemnity  obligations  of the  Indemnitors.
                                    Holdings  shall  have  no  liability  to the
                                    direct and indirect owners of Holdings or to
                                    USX,  Transtar or a USX Company for any acts
                                    or  omissions  with  respect  to its role as
                                    agent under this Agreement.

                  2.       Return of Taxes Saved.

                           (i)      If  a  direct  and/or   indirect   owner  of
                                    Holdings  makes a claim  pursuant to section
                                    4.1.2(e)1, such direct and/or indirect owner
                                    (or  a  successor  to  such  direct   and/or
                                    indirect  owner's  interest)  will  agree to
                                    become directly liable to the Indemnitor for
                                    any Taxes  Saved when such  Taxes  Saved are
                                    Realized.

                           (ii)     Prior to  indemnifying  a direct or indirect
                                    owner  of   Holdings   pursuant  to  Section
                                    4.1.2(b) or Section 4.1.2(c), the Indemnitor
                                    may   reasonably   require  such  direct  or
                                    indirect  owner of  Holdings to enter into a
                                    written  agreement to be directly liable for
                                    Taxes Saved when Taxes Saved are Realized.

                           (iii)    Holdings does not agree to act as agent with
                                    respect to Taxes Saved.

         (f)      Delay of Indemnity Payments if the Other Party is Delinquent.

                  1.       USX, Transtar or another USX Company may delay all or
                           a portion (as described  further  below) of a payment
                           of an  indemnity  claim made by a direct or  indirect
                           owner of Holdings if each of the following conditions
                           are met at the time payment would otherwise be due to
                           Holdings  or a direct or  indirect  owner of Holdings
                           under Section 4.1.2(e)1(iv).

                           (i)      Transtar  has incurred  No-Fault  Taxes that
                                    are Finally Determined.

                           (ii)     Transtar has made an indemnity claim against
                                    a Holdings Company for reimbursement of such
                                    Holdings Company's  allocable portion of the
                                    Holdings   Companies'   56%  share  of  such
                                    No-Fault Taxes.

                           (iii)    At the  time  Transtar  presents  its  claim
                                    described  in  (ii)  above,   such  Holdings
                                    Company is owned at least 50%,  directly  or
                                    indirectly, by Holdings.

                           (iv)     Within 90 days after  Transtar  presents its
                                    claim described in (ii) above, such Holdings
                                    Company  has  not  paid  such  claim  in its
                                    entirety  or has not  provided a  reasonable
                                    basis for  failure  to pay such claim in its
                                    entirety.

                                    If each of conditions (i) through (iv) above
                                    are  met,  then  USX,  Transtar  or such USX
                                    Company,  as the  case  may  be,  may  delay
                                    payment  of an  indemnity  claim  made  by a
                                    direct or indirect owner of Holdings,  up to
                                    a pro-rated  portion (as described below) of
                                    the amount  such  Holdings  Company  has not
                                    paid (and for which a  reasonable  basis for
                                    the  failure to pay such amount has not been
                                    provided)  within  90  days  after  Transtar
                                    presents its claim  described in (ii) above,
                                    until  30  days  after  (x)  the  delinquent
                                    Holdings Company has paid such amount due on
                                    Transtar's  indemnity  claim or (y) Transtar
                                    and such Holdings  Company have resolved any
                                    dispute   over   the   unpaid   portion   of
                                    Transtar's  indemnity claim (Transtar to use
                                    such  reasonable  efforts  so as to obtain a
                                    resolution as quickly as  practicable).  The
                                    pro-rated  portion  shall  be  based on such
                                    direct or indirect  owner's  indemnity claim
                                    over the total of all such  claims for which
                                    USX, Transtar or a USX Company is seeking to
                                    delay payment under this Section  4.1.2(f)1.
                                    In no event shall the total payments delayed
                                    under  this  Section  4.1.2(f)1  exceed  the
                                    unpaid   portion  of  Transtar's   indemnity
                                    claim.   No  interest  shall  accrue  on  an
                                    indemnity  claim  of a  direct  or  indirect
                                    owner of  Holdings  during the  period  USX,
                                    Transtar,  or such USX Company is allowed to
                                    defer  payment  of  such  claim  under  this
                                    Section 4.1.2(f)1.

                  2.       A  Holdings  Company  may delay  payment  of all or a
                           portion (as described  further below) of an indemnity
                           claim made by Transtar for No-Fault  Taxes if each of
                           the  following  conditions  are met at the  time  the
                           indemnify claim is presented by Transtar.

                           (i)      A direct or indirect  owner of Holdings  has
                                    incurred  No-Fault  Taxes  that are  Finally
                                    Determined.

                           (ii)     Holdings,   on  behalf  of  such  direct  or
                                    indirect  owner,  or a  direct  or  indirect
                                    owner of  Holdings,  has  made an  indemnity
                                    claim   against   Transtar  or  another  USX
                                    Company  for   reimbursement   of  such  USX
                                    Company's  allocable  portion of  Transtar's
                                    44% share of such No-Fault Taxes.

                           (iii)    Within 90 days after Holdings or such direct
                                    or  indirect   owner   presents   the  claim
                                    described  in (ii)  above,  Transtar or such
                                    USX  Company  has not paid such claim in its
                                    entirety  or has not  provided a  reasonable
                                    basis for  failure  to pay such claim in its
                                    entirety.

                                    If  each of  conditions  (i)  through  (iii)
                                    above are met,  then a Holdings  Company may
                                    delay   making  an   indemnity   payment  to
                                    Transtar,  up to an amount that  Transtar or
                                    such USX Company has not paid (and for which
                                    a  reasonable  basis for the  failure to pay
                                    such amount has not been provided) within 90
                                    days  after   Holdings  or  such  direct  or
                                    indirect  owner  of  Holdings  presents  its
                                    claim described in (ii) above, until 30 days
                                    after (x)  Transtar  or such USX Company has
                                    paid such amounts due on the indemnity claim
                                    described  in (ii) above or (y) Holdings and
                                    Transtar or such USX Company  have  resolved
                                    any dispute over the unpaid  portion of such
                                    indemnity   claim   (Holdings  to  use  such
                                    reasonable   efforts   so  as  to  obtain  a
                                    resolution  as quickly as  practicable).  No
                                    interest    shall   accrue   on   Transtar's
                                    indemnity  claim  during the period that the
                                    Holdings Company is allowed to defer payment
                                    of such claim under this Section 4.1.2(f)2.

         (g)      Gross-up  for Taxes.  All payments  required by Section  4.1.2
                  shall be made on an  after-tax  basis,  so that the net amount
                  retained by the payee (after payment by the payor and payee of
                  all  Taxes  imposed  on such  payment  and all  payments  made
                  pursuant to this  gross-up  provision)  equals the amount owed
                  pursuant to Section  4.1.2.  For  example,  if the partners of
                  Holdings  incur $100 of  No-Fault  Taxes and thus  Transtar is
                  obligated to pay 44% of this amount to such partners  pursuant
                  to  Section  4.1.2(c),  if such  partners  would be subject to
                  income tax (and all other  Taxes)  equal to 40% on payments by
                  Transtar (or a USX Company) to such  partners,  Transtar (or a
                  USX  Company)  must  gross-up  such  payment  pursuant to this
                  paragraph  by $29.33 for a total  payment to the  partners  of
                  $73.33 ($44 + 29.33).

         Section 4.1.3   Credit Enhancement Provided by Holdings.

         (a)      Holdings shall provide credit  enhancement in an amount not to
                  exceed  $100,000,000 to protect against  Applicable  Taxes for
                  the Applicable Credit Amount in each of the following cases.

                  1.       Except  with  respect to a  Permitted  Transfer  or a
                           transaction  that does not occur  during  the  Credit
                           Period,  at or  prior  to the  time  Holdings  sells,
                           transfers, assigns or otherwise disposes of the stock
                           of a  Holdings  Company  (or  if a  Holdings  Company
                           disposes of substantially all of its assets).

                  2.       Within 30 days after USX notifies  Holdings  that the
                           conditions in Section 4.1.4(a) have been met.

                  3.       At the option of  Holdings,  within 30 days after USX
                           notifies  Holdings  that USX or Transtar has received
                           from the Internal Revenue Service or any other taxing
                           authority any written notice of deficiency,  claim or
                           adjustment  of Taxes that  arises from or is based in
                           whole or in part on the breach of a representation in
                           Section 9.2.4 or a covenant in Section 10.3(a).

                  4.       At the option of  Holdings,  within 30 days after USX
                           notifies  Holdings  that USX or Transtar has received
                           from the Internal Revenue Service or any other taxing
                           authority any written notice of deficiency,  claim or
                           adjustment of Taxes that includes in whole or in part
                           No-Fault Taxes.

                  5.       At the option of  Holdings,  within 30 days after USX
                           notifies  Holdings  that the  conditions  in  Section
                           4.1.4(b) have been met.

         (b)      Operating Principles of Credit Enhancement

                  1.       Holdings   shall   determine   the  form  of   credit
                           enhancement,  which shall, at the option of Holdings,
                           consist of one or more of the following:

                           (i)      One or more of the following  provided by an
                                    entity with an investment  grade rating from
                                    Moody's or Standard & Poors.

                                    a.      Insurance for the Applicable  Credit
                                            Amount

                                    b.      Letter of credit for the  Applicable
                                            Credit Amount

                                    c.      Surety   bond  for  the   Applicable
                                            Credit Amount

                                    d.      Cash  for  the   Applicable   Credit
                                            Amount

                                    e.      Any other form of credit enhancement
                                            for  the  Applicable  Credit  Amount
                                            reasonably  acceptable  to  USX  and
                                            Transtar.

                           (ii)     An  undertaking  by each partner of Holdings
                                    to severally (but not jointly) indemnify USX
                                    and Transtar against Applicable Taxes in the
                                    aggregate  not in excess  of the  Applicable
                                    Credit  Amount.  If, at the time the  credit
                                    enhancement  is  provided,  more than 25% of
                                    the  partnership  interests  in Holdings are
                                    held by  persons or  entities  that were not
                                    partners at the time of the  Split-off,  USX
                                    has the right to review the new partners for
                                    credit quality.  If any new partner is below
                                    investment-grade  credit  quality or, in the
                                    case  of an  individual,  is not  of  credit
                                    quality  reasonably  acceptable to USX, then
                                    USX may  object  to  having  such  partner's
                                    indemnity qualify as credit enhancement,  in
                                    which case Holdings shall either  substitute
                                    another    of   the    permissible    credit
                                    enhancements  or require that such partner's
                                    indemnity  obligation be  transferred to the
                                    person or entity that held such  partnership
                                    interest at the time of the Split-off.

                           (iii)    Holdings may choose a combination  of credit
                                    enhancements set forth herein as long as the
                                    total dollar value of the credit enhancement
                                    is equal to the Applicable Credit Amount.

                  2.       In the case of (a) a Holdings  Triggering  Event that
                           is not a Permitted  Transfer  that occurs  during the
                           Triggering  Period,  (b)  a  situation  described  in
                           Section  4.1.4(a)  and (c) any  breach of either  the
                           representation   in  Section  9.2.4  or  covenant  in
                           Section  10.3 (a),  the credit  enhancement  procured
                           shall be the primary  recourse of  Transtar,  USX and
                           the USX  Companies in seeking to enforce an indemnity
                           under this  Section  4.1 (in which case the  relevant
                           Holdings Company shall be secondarily  liable for any
                           indemnity  payments  owed  pursuant  to this  Section
                           4.1). For purposes of this subsection, an acquisition
                           of the stock (or  substantially all of the assets) of
                           a Holdings  Company,  either  directly or  indirectly
                           (including the  acquisition of a partnership or other
                           interest  in  Holdings),  shall be deemed to occur no
                           later than such time as a binding  agreement  of sale
                           or  a  letter  of  intent  is  entered   into,  or  a
                           regulatory filing with respect to such acquisition is
                           made.

                  3.       If Credit  Enhancement  is provided with respect to a
                           Holdings  Company  pursuant to this Section 4.1.3 and
                           such  Credit  Enhancement  remains  in full force and
                           effect,  but the situation giving rise to such credit
                           enhancement is not covered by Section 4.1.3(b)2 above
                           (which situations include, but are not limited to (i)
                           a Permitted  Transfer  that occurs at any time,  (ii)
                           the   election   by   Holdings   to  procure   credit
                           enhancement  for No-Fault  Taxes  pursuant to Section
                           4.1.3(a)4  and  (iii) the  election  by  Holdings  to
                           procure  credit   enhancement   pursuant  to  Section
                           4.1.3(a)5),  the credit enhancement procured shall be
                           the  sole  recourse  of  Transtar,  USX  and  the USX
                           Companies  in seeking to  enforce  an  indemnity  (in
                           which case the relevant Holdings Company shall not be
                           liable for any  indemnity  payments  owed pursuant to
                           this Section 4.1).

                  4.       If Holdings does not procure  credit  enhancement  to
                           protect against  No-Fault  Taxes,  then each Holdings
                           Company shall be primarily  liable,  on a several but
                           not joint  basis,  for any  indemnity  payments  with
                           respect to such No-Fault  Taxes owed pursuant to this
                           Agreement.

                  5.       If the  amount of credit  enhancement  procured  with
                           respect to a Holdings  Company  exceeds the amount of
                           Applicable  Taxes Finally  Determined with respect to
                           such   Holdings   Company,   the   amount  of  credit
                           enhancement  procured or to be procured  with respect
                           to any other Holdings Company chosen by USX for which
                           Taxes  have not  been  Finally  Determined,  shall be
                           increased by a pro-rata  share of such  excess,  with
                           such share  based on a ratio of the Credit  Amount of
                           such  Holdings  Company  to the  sum  of  the  Credit
                           Amounts  for  all  such  Holdings  Companies.  If the
                           credit  enhancement  amount for a Holdings Company is
                           increased pursuant to this subsection, such increased
                           amount shall be taken into  account in applying  this
                           subsection  when the Taxes of such  Holdings  Company
                           are Finally Determined.

                  6.       The credit  enhancement  provided pursuant to Section
                           4.1.3(a)1 and Section  4.1.3(a)2 shall remain in full
                           force and effect for as long as the  indemnifications
                           secured by such enhancement  survive pursuant to this
                           Agreement.

         Section  4.1.4  Acquisition  of 50% or More of  Ownership  Interests in
Holdings.

         (a)      Holdings shall provide credit enhancement  pursuant to Section
                  4.1.3(a)2 if each of the following conditions has been met.

                  1.       During the Triggering  Period there is an acquisition
                           of a  partnership  interest  (or other  interest)  in
                           Holdings, provided that after such acquisition,  with
                           respect to each Holdings Company owned by Holdings at
                           the time,  the  percentage of stock owned directly or
                           indirectly in such Holdings  Company,  by all persons
                           owning stock in such  corporation  immediately  after
                           the Split-off,  has decreased in the aggregate by 50%
                           or  more  (by  vote or  value)  (after  applying  the
                           aggregation   and   attribution   rules  in   Section
                           355(e)(4)(C)), and

                  2.       Within 5 years from the date of the Split-off, USX or
                           Transtar  has  received  from  the  Internal  Revenue
                           Service or any other  taxing  authority  any  written
                           notice of deficiency,  claim or adjustment (including
                           Internal  Revenue  Service  Form  5701,   "Notice  of
                           Proposed Adjustment") involving Taxes that arise from
                           or are in significant part due to an acquisition of a
                           partnership or other  interest in Holdings  described
                           in Section  4.1.4(a)1 above.  Neither USX or Transtar
                           shall  voluntarily  notify or  otherwise  advise  the
                           Internal  Revenue  Service as to any acquisition of a
                           partnership or other interest in Holdings;  provided,
                           however,   that  USX  or  Transtar  may  provide  any
                           information requested by the Internal Revenue Service
                           in  the  course  of  an  audit  concerning  Transtar,
                           including  information  concerning   acquisitions  of
                           partnership or other interests in Holdings.

         (b)      If the  condition  in Section  4.1.4(a)1  above is met and the
                  written notice of deficiency, claim or adjustment described in
                  Section  4.1.4(a)2 is received more than 5 years from the date
                  of the Split-off,  then each Holdings Company (i) owned 50% or
                  more by  Holdings  at the time an  indemnity  payment  is owed
                  pursuant to Section  4.1.2(a) and (ii) for which  Holdings has
                  not made the  election  under  Section  4.1.3(a)5  to  provide
                  credit  enhancement,  shall have joint and  several  liability
                  with every other such Holdings Company satisfying (i) and (ii)
                  of this Section  4.1.4(b)  for the Taxes  described in Section
                  4.1.4(a)2   with  respect  to  all  such  Holdings   Companies
                  satisfying (i) and (ii) of this Section 4.1.4(b).

         Section 4.1.5     Circumstances for USX Credit Enhancements.

         (a)      In the event  that all or  substantially  all of the assets or
                  the  stock  of  the  U.S.   Steel   Group  of  USX  are  sold,
                  transferred,  assigned or  otherwise  disposed  of,  including
                  (without  limitation)  a spin off to all or a  portion  of the
                  shareholders   of  USX,   in  one  or  a  series  of   related
                  transactions  during the Credit Period,  then USX shall either
                  (1)  provide   credit   enhancement  as  provided  in  Section
                  4.1.5(b), or (2) require any purchaser,  transferee,  assignee
                  or other  recipient  of the U.S.  Steel Group assets to assume
                  joint and several  liability  for the  obligations  of USX and
                  Transtar under this Section 4.1.

         (b)      USX  shall  determine  the form of credit  enhancement,  which
                  shall be in an amount  specified in Section 4.1.5(c) and which
                  shall,  at the  option of USX,  consist  of one or more of the
                  following.

                  1.       One or more of the  following  provided  by an entity
                           with investment grade rating from Moody's or Standard
                           & Poors.

                           (i)      Insurance

                           (ii)     Letter of credit

                           (iii)    Surety bond

                  2.       Cash

                  3.       Any  other  form  of  credit  enhancement  reasonably
                           acceptable to Holdings.

         (c)      The amount of the credit  enhancement  shall be $80,000,000 in
                  the case of a sale, transfer,  assignment or other disposition
                  of all or substantially  all of the assets or the stock of the
                  U.S.  Steel Group during the Triggering  Period;  in all other
                  instances  the  amount  of the  credit  enhancement  shall  be
                  $40,000,000.

         (d)      USX may choose a  combination  of credit  enhancements  as set
                  forth in Section  4.1.5(b) as long the total dollar  amount of
                  the credit  enhancement  is equal to the amount  specified  in
                  Section 4.1.5(c).


         Section   4.1.6   Duration  of  Indemnity   Provisions  /  Survival  of
Indemnification/Successors and Assigns.

         This Section 4.1 shall become effective as of the date of the Split-off
and,  except as  otherwise  provided  herein,  shall  continue in full force and
effect indefinitely.

         (a)      The  indemnifications  provided  herein shall survive until 30
                  days  after  the  expiration  of  the  applicable  statute  of
                  limitations (including any applicable extensions thereto).

         (b)      Any reference in this Section 4.1 to a person, party or entity
                  shall include any successor or assign to such person, party or
                  entity  whether by merger,  consolidation,  asset  transfer or
                  otherwise.

Section 4.2    Tax Matters Agreement.

         Effective as of the Closing Date, USX, Holdings,  the USX Companies and
the Holdings Companies shall enter into a Tax Matters Agreement in substantially
the form of Exhibit C attached hereto.


                                    Article V

                             Transportation Matters

Section 5.1    Transportation Services Agreements.

         (a) Effective as of the Closing  Date,  USX and Fleet shall agree to an
extension  of the  termination  date from March 15, 2005 until March 15, 2009 of
the  Transportation  Services  Agreement  dated December 21, 1998, but effective
July 1,  1998  by and  among  USX;  USS/Kobe  Steel  Company,  an  Ohio  general
partnership,  and  Fleet,  such  agreement  to be  substantially  in the form of
Exhibit D (the  "Substitute  Fleet TSA").  Holdings  shall use all  commercially
reasonable  efforts to negotiate the same extension  with Republic  Technologies
International, LLC ("RTI").

         (b) Effective as of the Closing Date,  USX,  DM&IR and B&LE shall enter
into  a  Transportation   Services  Agreement  identical  in  substance  to  the
Transportation  Services Agreement dated December 21, 1998 but effective July 1,
1998 by and between USX and Transtar  except that the "Initial  Term" as defined
in Section 2 thereof  shall be through  June 30, 2008  instead of  December  31,
2004,  such  agreement  to be in  substantially  the  form  of  Exhibit  E  (the
"Substitute TSA").

Section 5.2    Non-Interference.

         Each  party  hereby  agrees  that  unless  required  to do so by law or
compelled  to act by subpoena or other  judicial or  regulatory  process,  for a
period of five (5) years  after the  Closing  Date,  it will not,  and shall not
permit any of its directors and agents (but only in such  individual's  capacity
as a director or agent),  officers,  representatives,  counsel,  subsidiaries or
affiliates  to (and shall not  encourage or assist its employees to) (i) comment
in an adverse  manner or in any manner  express an adverse  opinion on behalf of
any person  including,  without  limitation,  by submitting any adverse written,
oral or  other  comments  or  testimony  before  any  federal,  state  or  local
legislative body, court or other tribunal,  governmental  agency,  commission or
other instrumentality (each a "Governmental  Entity") in respect of any proposed
sale or other transaction involving the disposition by the other party of any of
Holdings  Companies  or the USX  Companies (a "Unit  Sale");  (ii) in any way on
behalf  of such  party or any other  person  to  assist,  encourage  or  provide
information  to any other  person,  entity or group  seeking  to  comment  in an
adverse  manner and/or in any manner express an opinion which in any way opposes
any  proposed  Unit  Sale;  (iii)  respond  on behalf of such party or any other
person in an  adverse  manner to any  investigation,  inquiry,  or  request  for
comment or information by or from any  Governmental  Entity or any other person,
group or entity in respect of any proposed Unit Sale; or (iv) take any action on
behalf of such party to oppose a proposed Unit Sale. Nothing in this Section 5.2
shall be  construed  or  interpreted  to prevent or preclude  either  party from
providing exclusively factual information and/or data in response to any request
from a Governmental  Entity.  The restrictions set forth in this paragraph shall
not apply to (i) a sale of the DM&IR to the Burlington Northern Santa Fe Railway
("BNSF")  or to  any  successor  to  the  BNSF  rail  assets  utilized  for  the
transportation  and/or transloading of taconite pellets in Minnesota;  or (ii) a
sale of Fleet, to a competitor, if the effect of such sale is to leave less than
two major competitors providing  transportation of bulk commodities on the Great
Lakes.  The  parties  agree that  there  currently  are four  major  competitors
providing such service on the Great Lakes:  Fleet;  American  Steamship Company;
The Interlake Steamship Company; and Oglebay Norton.


                                   Article VI

                          Amendments to 1988 Agreements

Section 6.1    Stockholders Agreement.

         (a) Effective as of the Closing Date, USX and Holdings shall  terminate
the Stockholders Agreement in substantially the form set forth as Exhibit F (the
"Stockholders Agreement Termination").

         (b)  Transtar  shall pay each of USX and Holdings a pro rata portion of
the monitoring fee pursuant to Section 8.3 of the Stockholders Agreement payable
for the one month period in which the Closing Date occurs, such pro rata portion
to be based on the number of days elapsed in such period.

         (c) On the Closing Date,  Holdings shall cause James J. Mossman,  Peter
G. Peterson and Stephen A.  Schwarzman or any  replacements  (collectively,  the
"Blackstone Directors") to resign as directors of Transtar.

Section 6.2    Asbestos Assumption and Indemnification Agreement.

         Effective as of the Closing Date, the  Assumption  and  Indemnification
Agreement  dated as of December  28, 1988 by and among USX,  Transtar  and Fleet
(the "Assumption  Agreement")  shall be amended and restated to provide that (i)
USX  shall  continue  its  indemnification  obligation  set  forth in  Section 1
thereof; (ii) Section 2 thereof shall be modified such that (a) for claims filed
pursuant to Section 2 thereof and filed  prior to the  Closing  Date,  (x) Fleet
shall  indemnify USX for 56% of all  liability  incurred by USX and arising with
respect to such claims and (y)  Transtar  shall  indemnify  Fleet for 44% of all
liability incurred by Fleet and arising with respect to such claims, and (b) for
claims  filed  pursuant  to Section 2 thereof  and filed on or after the Closing
Date,  Fleet shall indemnify USX for 100% of all liability  arising with respect
to such  claims;  (iii)  other  than as set  forth in clause  (ii)(a)(y)  above,
Transtar  shall be released  from its  indemnification  obligation  set forth in
Section 2 thereof;  and (iv) claims  subject to the Assumption  Agreement  which
have been filed prior to the Closing Date and which have been  "administratively
dismissed"  by a court of  competent  jurisdiction  and which  are  subsequently
re-filed  or  otherwise  revived by the  plaintiff  shall,  for  purposes of the
Assumption  Agreement and the amendments  contemplated hereby, be deemed to have
been filed on the date on which the  original  claim to which such  re-filed  or
revived claim relates was filed,  all such  amendments to be  memorialized in an
agreement to be entered into by and among USX,  Transtar and Fleet, to be called
the Amended and Restated  Assumption and  Indemnification  Agreement,  and to be
substantially in the form of Exhibit G (the "Asbestos Agreement").

Section 6.3    Environmental Indemnification Agreement.

         (a)  Effective as of the Closing Date,  USX,  Holdings and the Holdings
Companies  shall  enter  into  a  new  Environmental  Indemnification  Agreement
identical in substance to the Environmental  Indemnification  Agreement dated as
of December 28, 1988 (the "1988  Environmental  Agreement")  except that (i) the
only beneficiaries of such new agreement shall be Holdings and (ii) the Holdings
Companies and the USX Deductible  Amount (as defined in such agreement) shall be
$1,158,826,  such  agreement to be in  substantially  the form of Exhibit H (the
"Environmental Indemnification Agreement").

         (b)  Effective as of the Closing  Date,  USX and  Holdings  shall cause
Transtar  and  the  Transtar  Companies  to  terminate  the  1988  Environmental
Agreement,  such  termination to be  substantially in the form of Exhibit I (the
"Environmental Agreement Termination").

Section 6.4    USS Name License Agreement.

         Effective as of the Closing  Date,  USX shall and Holdings  shall cause
Fleet to enter into an amendment of the License  Agreement  dated as of December
28,  1988 among USX and Fleet in  substantially  the form of Exhibit J (the "USS
Name License Agreement") to provide that the term specified in Section 9 thereof
shall  terminate  on the second  anniversary  of the Closing Date and that Fleet
shall take the steps specified upon termination within one year thereafter.

Section 6.5    Agreement Concerning Leases, Licenses and Easement.

         The Agreement  Concerning  Leases,  Licenses and Easements  dated as of
December 28, 1988 by and among USX,  Transtar and the Transtar  Companies  shall
remain in full  force and  effect  so far as they  apply to any of the  Holdings
Companies.

Section 6.6    Asset Purchase Agreement.

         USX,  Holdings,  Transtar and each Transtar Company shall enter into an
amendment  of the Asset  Purchase  Agreement  dated as of December 15, 1988 (the
"1988 Asset Purchase Agreement") to amend Section 10.11 thereof,  such amendment
to be  substantially  in the form of Exhibit K (the  "Asset  Purchase  Agreement
Amendment").

Section 6.7    Services and Technical Assistance Agreement.

         Effective as of the Closing Date,  USX and Transtar shall enter into an
amendment  of the  Services  and  Technical  Assistance  Agreement  dated  as of
December 28, 1988 (the "1988  Services  Agreement") to delete all references to,
and any obligations  implied with respect thereto,  the Corresponding  Companies
(Direct and Indirect),  their respective  agents,  successors and assigns,  such
amendment  to be  substantially  in the form of  Exhibit L (the  "1988  Services
Agreement Amendment").


                                   Article VII

                             Inter-Company Services

Section 7.1    Services Agreement.

         Effective  as of the  Closing  Date,  Transtar  will,  or will  cause a
subsidiary  of Transtar  reasonably  acceptable  to  Holdings,  to, enter into a
services  agreement  (the "Services  Agreement")  with Holdings and the Holdings
Companies to provide  services to the Holdings  Companies  (the  "Services")  on
terms and conditions consistent with Section 7.3 hereof and otherwise reasonably
acceptable  to each of Transtar,  USX and Holdings,  such services  agreement to
become  effective  on the  Closing  Date.  Upon  execution  of  this  Agreement,
Transtar,  Holdings and the Holdings  Companies shall negotiate in good faith to
enter into a mutually acceptable agreement.

Section 7.2    B&LE Services Agreement.

         Unless the TCIU  Approval has  occurred and the Union B&LE  Transferees
have been transferred as of the Closing Date,  Holdings will cause B&LE to enter
into a services  agreement (the "B&LE Services  Agreement") with USX and the USX
Companies to provide  services  (the "B&LE  Services")  on terms and  conditions
consistent with Section 7.4 hereof and otherwise  reasonably  acceptable to each
of Transtar,  USX and Holdings,  such services  agreement to become effective on
the Closing Date. Upon execution of this Agreement,  Holdings, B&LE, USX and the
USX Companies shall negotiate in good faith to enter into a mutually  acceptable
agreement.

Section 7.3    Completion of Services Agreement.

         USX and Holdings shall  complete  negotiation of the final terms of the
Services  Agreement  and the B&LE Services  Agreement  adhering to the following
principles:

         (a)      General Terms of Services.

                  (i)      Services should be provided to both the USX Companies
                           and the Holdings  Companies  on a  non-discriminatory
                           basis and, unless otherwise mutually agreed, based on
                           the same  priorities as those on which  Services were
                           provided  immediately  prior  to  the  date  of  this
                           Agreement;  provided,  that  nothing set forth herein
                           shall  prohibit  Transtar from making changes to such
                           service priorities which are, individually and in the
                           aggregate, immaterial.

                  (ii)     Services should be charged based upon costs,  without
                           any  mark-up   reflecting  profits  or  a  return  on
                           investment.  Costs of services  purchased from USX by
                           Transtar  for the account of the  Holdings  Companies
                           shall be based upon the prices paid for such services
                           under the 1988  Services  Agreement,  as in effect on
                           the date hereof, with no material  adjustments to the
                           costs of such services.

                  (iii)    Costs  for  services  will be  charged  based  on the
                           principles  set forth in Exhibit O  attached  hereto.
                           Holdings  may once every six months,  in  conjunction
                           with the review  specified  in clause (iv) reduce its
                           service  requirements by written notice  delivered to
                           Transtar;  provided that no more than one such notice
                           may be delivered in any six month period. If Holdings
                           makes  such  a  reduction,   the  parties   will,  in
                           conjunction   with  the  next  succeeding   scheduled
                           Service review,  provide for an appropriate reduction
                           in  rates  to   reflect   the   effects   of  reduced
                           utilization   resulting  from  such  reduced  Service
                           requirements.

                  (iv)     The  parties  to the  Services  Agreement  shall meet
                           every  six  months,  or  more  frequently  if they so
                           agree, to perform the reviews  specified in Exhibit O
                           attached hereto and to discuss and attempt to resolve
                           any   requested   adjustments   to,  or  disputes  or
                           disagreements regarding, the Services as may exist at
                           the time of such  meeting and will attempt to resolve
                           any errors or misunderstandings with respect thereto.

                  (v)      To the extent that  Transtar  finds it  necessary  or
                           reasonably  desirable  to use  any  software,  books,
                           records or  printouts  currently  used by the B&LE in
                           providing  services to USX, the USX  Companies or the
                           Holdings  Companies,  which are  retained by B&LE and
                           not  transferred  to  Transtar  as a part of the B&LE
                           Dividend  (the   "Non-Transferred  B&LE  Assets")  in
                           connection  with  the  provision  of  Services,  B&LE
                           shall,  and  Holdings  shall  cause B&LE to, upon the
                           written  request of  Transtar,  license or  otherwise
                           make available to Transtar such  Non-Transferred B&LE
                           Assets  in order to allow  Transtar  to  fulfill  its
                           obligations  under  the  Services  Agreement.  To the
                           extent   that   Transtar   requests   access  to  any
                           Non-Transferred  B&LE Assets in  accordance  with the
                           immediately preceding sentence and B&LE fails to make
                           available   such   assets   in   violation   of   the
                           requirements  of such  sentence,  then Transtar shall
                           not be obligated to provide any Services with respect
                           to which the use of such unavailable  Non-Transferred
                           B&LE  Assets is  necessary  or  reasonably  desirable
                           until such time as such  Non-Transferred  B&LE Assets
                           are licensed or otherwise made available to Transtar,
                           to Transtar's reasonable satisfaction, by B&LE.

         (b)      Intellectual  Property Rights.  The Services  Agreement should
                  make clear  that each of the USX  Companies  and the  Holdings
                  Companies  will have,  other than with respect to  third-party
                  licenses,  trade marks,  trade names or service marks,  either
                  title to or a perpetual,  freely transferable,  non-exclusive,
                  royalty-free  license to use all of the intellectual  property
                  currently  used  in  their  respective  businesses,  including
                  without  limitation,  all  computer  software  (including  all
                  customizations  thereof through  closing,  all source code and
                  all  object  code  related  thereto).  In  the  event  of  the
                  discontinuance  of any MIS Services  elected by Transtar,  the
                  USX Companies shall assist the Holdings Companies in migrating
                  from  the   discontinued   MIS  Services  to  the  replacement
                  stand-alone  MIS system,  including  assistance  with  related
                  interfaces.

         (c)      Legal  Services.  The parties shall discuss and mutually agree
                  upon  allocation of the Transtar  legal  department  services,
                  including the  assignment  of at least one Transtar  lawyer to
                  the Holdings Companies,  and a mutually acceptable contingency
                  plan in the event that conflicts of interest arise.

         (d)      Quality Standards.

                  (i)      The  Services   provider  shall  be  responsible  for
                           maintaining   consistent   quality   levels  for  all
                           Services.  Services  will be provided on the basis of
                           (including, without limitation,  frequency, schedule,
                           level of detail and other matters),  and at least at,
                           the  quality  at which they are  currently  provided;
                           provided,   that   nothing  set  forth  herein  shall
                           prohibit the Service  provider from making changes to
                           the basis on which Services are provided  (including,
                           without limitation,  frequency,  schedules,  level of
                           detail and other matters) which are, individually and
                           in the aggregate,  immaterial.  The quality and level
                           of services  which are currently  purchased  from USX
                           pursuant  to the  1988  Services  Agreement  shall be
                           provided by Transtar  to  Holdings  and the  Holdings
                           Companies  based upon the  quality  and level of such
                           services  currently  received under the 1988 Services
                           Agreement,  as in effect on the date hereof,  with no
                           material  adjustments to the quality or level of such
                           services.

                  (ii)     Additional  Services  or changes to  Services  may be
                           requested by the Services recipient and, if provided,
                           will be provided based upon terms to be negotiated at
                           the time.

                  (iii)    The Services provider will ensure that the management
                           information systems relevant to the Services provided
                           under   the   Services   Agreement   are   maintained
                           consistent  with customary  Transtar  service levels.
                           Upgrades may be requested  and, if provided,  will be
                           provided  based  upon terms to be  negotiated  at the
                           time.

                  (iv)     In order to assure Services quality, the parties will
                           establish  mutually  agreeable  quality   benchmarks,
                           based on current Transtar performance standards.  All
                           costs to develop  such  benchmarks,  and any  systems
                           relating thereto, shall be shared equally by Holdings
                           and Transtar.

                  (v)      Following notice and reasonable  opportunity to cure,
                           the material and recurring failure on the part of the
                           Services  provider  to maintain  Services  consistent
                           with the quality of service  currently being provided
                           will provide the Services recipient with the right to
                           give notice that a "Service Alarm" has occurred. Upon
                           the declaration of a Service Alarm, the parties shall
                           immediately consult regarding the best way to resolve
                           such Service Alarm in a mutually satisfactory manner.
                           If within 7  calendar  days of the  declaration  of a
                           Service  Alarm there  remains a good faith dispute as
                           to whether or not the conditions necessary to cause a
                           Service Alarm have occurred, either party may request
                           mediation or arbitration of the dispute in accordance
                           with the provisions of Exhibit P, attached hereto. If
                           either party requests arbitration,  the parties shall
                           proceed   directly  to   arbitrate   the  dispute  in
                           accordance   with   Exhibit  P,  unless  the  parties
                           mutually  agree  to  mediation,  in  which  case  the
                           arbitration  shall be stayed  pending  the outcome of
                           such  mediation.  Once the parties  have entered such
                           arbitration,  the  Service  recipient  shall pay into
                           escrow all sums due in respect of any Services  being
                           so   disputed;    provided,   however,   upon   final
                           determination of such arbitration  process,  all such
                           escrowed payments,  including any interest in respect
                           of  such  escrowed  funds,   shall  be  delivered  as
                           promptly  as   practicable  to  the  party  whom  the
                           arbitrators determined is entitled to such sums.

         (e)      Termination; Renewal Option.

                  (i)      Subject to the following  renewal and  discontinuance
                           options,  the Services Agreement shall have a term of
                           four years;  provided  that,  subject in all cases to
                           the applicable renewal option, the Services Agreement
                           shall  terminate  as to any  Holdings  Company on the
                           date which is six  months  after the date of the sale
                           of  all  or  substantially  all  of  the  outstanding
                           capital  stock of such  Holdings  Company by Holdings
                           (or,  if all  or  substantially  all  of the  general
                           partnership     interest    owned    by    Blackstone
                           Transportation   Company,   Inc.,   or   any  of  its
                           affiliates,  is sold),  the Services  Agreement  will
                           terminate in its entirety six months after such sale.
                           Such  six  month  period  will be  extended  up to an
                           additional  six  months in the event  that a Holdings
                           Company (or  Holdings)  is  purchased  by a buyer who
                           elects  to so  extend  the  six  month  period.  Upon
                           termination of the Services Agreement, in whole or in
                           part,  the Services  provider will  cooperate in good
                           faith  with the  Services  recipient  to  assist in a
                           reasonable  transition of the relevant  Services and,
                           if not otherwise being used by the Services provider,
                           the related infrastructure to the Services recipient,
                           Holdings or the purchaser of the applicable  Holdings
                           Company, as the case may be. Other than to assist and
                           cooperate   with  the  migration  to  a  new  service
                           provider,  the  Services  provided  pursuant  to this
                           agreement do not include  transition and installation
                           services.

                  (ii)     Any Services  with  respect to any  Holdings  Company
                           (including  any  portion of the  Services)  under the
                           Services   Agreement  may  be   discontinued  by  the
                           recipient in accordance  with Section  7.3(a)(iii) of
                           this Agreement.

                  (iii)    The Services  Agreement  will provide that,  upon the
                           sale of any  Holdings  Company (or the sale of all or
                           substantially all of the general partnership interest
                           owned by Blackstone  Transportation Company, Inc., or
                           any of its  affiliates),  USX will  negotiate in good
                           faith with the  purchaser  of such  Holdings  Company
                           regarding  the renewal of the Services  Agreement for
                           period of up to two years from the  termination  date
                           (including  any  extension  period  available to such
                           purchaser)  set forth in clause (i) above.  Any party
                           wishing to renew the Services Agreement will agree to
                           negotiate in good faith regarding the fees to be paid
                           for  such  services  which  shall  be  charged  on an
                           arm's-length basis.

                  (iv)     Upon termination of the Services  Agreement,  USX, at
                           Holdings'  request,  will  provide  Holdings  or  the
                           relevant  Holdings  Company with the  opportunity  to
                           hire  any  redundant  or  excess  Transtar  personnel
                           involved  in  providing   Services  to  the  Holdings
                           Companies   and  shall  take   reasonable   steps  to
                           cooperate  with  Holdings  in  making  known  to such
                           employees  the option to be employed by Holdings.  To
                           the extent that  Transtar  personnel  elect to become
                           employed by Holdings or any Holdings Company (or such
                           personnel  decline  employment  with  Holdings or any
                           Holdings  Company and are  thereafter  terminated  by
                           Transtar or any other USX  Company),  Transtar  shall
                           make available to the Holdings Companies the computer
                           workstations  and  related  physical  assets  of such
                           personnel  at no  additional  cost  to  the  Holdings
                           Companies  or  Holdings;   provided,   however,  such
                           workstations  and  assets  will  not  be so  provided
                           unless such  workstations and assets are owned by the
                           USX Companies and are not otherwise being used by the
                           USX Companies.

         (f)      Miscellaneous.

                  (i)      If a USX  Company,  other  than  Transtar,  is  sold,
                           Transtar  will  retain  all  personnel  necessary  to
                           perform all  functions  required  under the  Services
                           Agreement or, alternately,  transfer such function to
                           USX or another  USX  Company  without  diminution  or
                           disruption in service levels or quality.

                  (ii)     If  Transtar  is sold,  USX will  assume or cause the
                           purchaser  to  assume  the   obligations   under  the
                           Services  Agreement without  diminution or disruption
                           in service levels or quality.

                  (iii)    All  Services   provided  pursuant  to  the  Services
                           Agreement   will  be  subject  to  a  force   majeure
                           provision  substantially  in the form of Section 3 of
                           Exhibit P.

                  (iv)     No warranty,  implied or otherwise,  is provided with
                           any Service or transition assistance. USX and the USX
                           Companies  disclaim  all  liability,  including  that
                           arising  from  the  negligence  of USX  and  the  USX
                           Companies  or  any  of  their  directors,   officers,
                           employees,  agents,  contractors or suppliers for any
                           Service  provided or any failure to perform under the
                           Services Agreement,  except for that which arises out
                           of the bad faith,  gross  negligence  or  intentional
                           misconduct of USX or the USX Companies.  Holdings and
                           the Holdings  Companies'  sole remedy for breaches of
                           the   Services   Agreement   shall   lie   under  the
                           arbitration  provisions  of  Exhibit  P. No  officer,
                           director,  employee or  consultant  of USX or any USX
                           Company  shall  have  any  personal  liability  for a
                           breach of this Agreement  other than liability  based
                           on such  person's  gross  negligence  or  intentional
                           misconduct.

                  (v)      Holdings and the Holdings  Companies  ("Indemnitors")
                           shall defend, indemnify and save harmless USX and the
                           USX   Companies   and  their   directors,   officers,
                           employees,    agents,    contractors   or   suppliers
                           (collectively,  "Indemnitees")  from and  against any
                           and  all  obligations,   liabilities,  claims  suits,
                           demands,  losses and expenses,  including  reasonable
                           attorneys' fees, (collectively "Damages") arising out
                           of  the  work  to be  performed  under  the  Services
                           Agreement,  and asserted  against the  Indemnitees by
                           any  persons or entity  (including  employees  of the
                           Indemnitors)  provided  that  any  such  Damages  are
                           attributable to bodily injury,  sickness,  disease or
                           death,  or to injury to or  destruction  of  tangible
                           property (other than the work itself)  including loss
                           of use resulting therefrom.  The Indemnitors agree to
                           defend,  indemnify and save harmless the  Indemnitees
                           hereunder  regardless  of whether or not said Damages
                           are caused or are alleged to be caused in part by the
                           negligent acts or omissions of the  Indemnitees.  The
                           parties  specifically  understand and agree that this
                           indemnity  and  hold  harmless  shall  not  apply  to
                           Damages   caused  by  the  sole   negligence  of  the
                           Indemnitees.

                  (vi)     Transtar may decline to provide any Service herein if
                           such Service would conflict with any applicable  law,
                           regulation or ordinance, would, with respect to legal
                           Services,  result in a  conflict  of  interest  (such
                           conflict of interest to be  determined  according  to
                           the  applicable  professional  disciplinary  code) or
                           would  be  inconsistent  with  any  provision  of the
                           Services Agreement. In any such event, Transtar shall
                           provide prompt written notice to Holdings  and/or the
                           relevant  Holdings  Company,   specifying  the  basis
                           therefor,  and Transtar agrees to assist such company
                           in obtaining substitute services. Notwithstanding the
                           foregoing,  Transtar agrees to use reasonable efforts
                           to resolve any such  conflict of law,  regulation  or
                           ordinance or conflict of interest.

                  (vii)    The Services  Agreement is to be governed by the laws
                           of the Commonwealth of  Pennsylvania,  except for the
                           conflicts provisions thereof.

                  (viii)   The Services Agreement is to provide that there shall
                           be no  assignment  of rights and  obligations  by any
                           party  (except  that  Transtar  may (i)  assign to or
                           subcontract  with USX or (ii)  assign  to any  wholly
                           owned,  direct  or  indirect,  subsidiary  of  USX or
                           subcontract  with a  third-party  as long as Transtar
                           remains  obligated) and there shall be no third-party
                           beneficiary  rights;  provided  that  nothing in this
                           clause   (viii)   shall  be  construed  to  deny  any
                           purchaser  of  Holdings or any  Holdings  Company the
                           benefits of Section 7.3(e)(i) of this Agreement.

                  (ix)     Holdings   and  the  Holdings   Companies   agree  to
                           indemnify and save harmless USX and the USX Companies
                           for any  sales  or use  taxes of  similar-type  taxes
                           imposed  on  services  performed  under the  Services
                           Agreement.

                  (x)      Once executed and delivered,  the Services  Agreement
                           shall supersede this Section 7.3.

Section 7.4    Completion of B&LE Services Agreement.

         Simultaneously  with the  negotiation  of the Services  Agreement,  the
parties shall negotiate the terms of the B&LE Services  Agreement based upon the
applicable  principles  set  forth in  Section  7.3 of this  Agreement,  applied
mutatis mutandis, in light of the changes in the parties, roles and the services
to be delivered.

Section 7.5    Building Lease.

         B&LE and Transtar shall enter into a lease (the  "Monroeville  Building
Lease")  on the terms set forth in  Exhibit  Q hereto,  and  otherwise  on terms
mutually acceptable to the parties in their reasonable discretion.


                                  Article VIII

                          Mutual Assumptions Concerning
                       Transtar and the Transtar Companies

Section 8.1    Mutual Assumptions.

         In deciding to enter into the transactions contemplated herein, USX and
Holdings  have made the  following  assumptions  about  Transtar and each of the
Transtar Companies:

         8.1.1    Existence and Organization.

                  (a)      Each of  Transtar  and the  Transtar  Companies  is a
                           corporation duly  incorporated,  validly existing and
                           in good  standing  under  the law of the state of its
                           incorporation  and is  duly  qualified  and  in  good
                           standing   as   a   foreign   corporation   in   each
                           jurisdiction  where such qualification is required to
                           carry  out its  obligations  hereunder  or where  the
                           failure to be so qualified would result in a material
                           adverse effect on the business, properties, financial
                           condition  or  results  of  operations  (a  "Material
                           Adverse Effect") of the Transtar Companies,  taken as
                           a whole.  For purposes of this  Agreement,  "Material
                           Adverse Effect" shall not include  effects  resulting
                           from (i)  changes in laws and  regulations  impacting
                           the transportation industry generally, or (ii) except
                           with respect to Section 11.1.4(b) and 11.2.4(b),  the
                           impact on Transtar or any of the  Transtar  Companies
                           business of the loss or  reduction of any customer or
                           supplier relationship, other than USX or an affiliate
                           (as such term is defined pursuant to Rule 13d-3 under
                           the  Securities  Exchange Act of 1934, as amended) or
                           the  resignation  of any employee  resulting from the
                           transactions contemplated by this Agreement.

                  (b)      No  amendments  or  modifications  thereto  have been
                           adopted or are  contemplated  to the  Certificate  of
                           Incorporation,  By-laws or other constituent document
                           (the "Constituent Documents") of each of Transtar and
                           the Transtar Companies and each remains in full force
                           and effect on the date hereof.

                  (c)      None of Transtar  or the  Transtar  Companies  is the
                           subject of any voluntary or  involuntary  bankruptcy,
                           liquidation,  reorganization, or dissolution and none
                           is contemplated.

                  (d)      The authorized  capital stock of Transtar and each of
                           the  Transtar  Companies  is  as  set  forth  in  its
                           Constituent   Documents;   the   number   of   shares
                           outstanding for Transtar as of the date hereof is set
                           forth  in the  recitals  of  this  Agreement  and the
                           number of shares outstanding for each of the Transtar
                           Companies  is as set forth in Schedule  8.1.1.  There
                           are no options, warrants, or other rights outstanding
                           obligating any of Transtar or the Transtar  Companies
                           to issue any shares of its capital stock.

                  (e)      Each  share of  Transtar  Company  stock (a) has been
                           duly and validly authorized and issued, is fully paid
                           and  non  assessable  and is not the  subject  of any
                           preemptive  or other  right;  and (b) is legally  and
                           beneficially  owned by  Transtar  on the date  hereof
                           free and  clear  of any  lien,  encumbrance  or other
                           claim.

         8.1.2    Corporate Authority.

                  (a)      Each of Transtar and the Transtar  Companies has full
                           power  and  authority  to own its  properties  and to
                           conduct its  business  and  operations  as  currently
                           conducted.

                  (b)      The execution and delivery of this  Agreement and the
                           consummation of the transactions  contemplated herein
                           have  been  approved  by the  Board of  Directors  of
                           Transtar  and by USX and Holdings as the sole holders
                           of  A  Stock  and  no  other   shareholder  or  other
                           corporate  approval or action is required on the part
                           of Transtar or any of the  Transtar  Companies.  This
                           Agreement  constitutes  a legal,  valid  and  binding
                           obligation  of  Transtar  enforceable  against  it in
                           accordance with its terms,  except to the extent that
                           its  enforceability  may  be  subject  to  applicable
                           bankruptcy,  insolvency,  reorganization,  moratorium
                           and  similar  laws   affecting  the   enforcement  of
                           creditors'  rights generally and by general equitable
                           principles.

         8.1.3 Conflicts and Consents. The execution and delivery by Transtar of
this Agreement and the consummation of the transactions contemplated herein does
not conflict with, violate,  constitute an event of default, require the consent
of any  government  entity or other third  party or result in the  creation of a
lien or encumbrance  under (a) the  Constituent  Documents of Transtar or any of
the Transtar Companies; (b) any law, regulation,  ordinance,  judicial decree or
administrative  order  binding upon  Transtar,  the Transtar  Companies or their
respective  properties  except  for  approvals  required  from  (i) the  Surface
Transportation   Board  ("STB")  under  the   Interstate   Commerce   Commission
Termination  Act of 1995 and (ii) the Department of Justice or the Federal Trade
Commission under the  Hart-Scott-Rodino  Antitrust  Improvements Act of 1976, as
amended  ("HSR"),  and (c) any  mortgage,  indenture,  lease,  contract or other
agreement  binding  upon  Transtar,  any  Transtar  Company or their  respective
properties,  except with respect to clause (c) for such  violations  or defaults
which  would not have a material  adverse  effect on the  business,  properties,
financial  condition  or results  of  operation  of  Transtar  and the  Transtar
Companies, taken as a whole.

         8.1.4  Transtar  Disclosure  Documents.  USX and Holdings have true and
complete  copies of the Annual  Report on Form 10-K for the year ended  December
31, 1999;  Quarterly  Reports on Form 10-Q for the  Quarters  ended March 31 and
June 30, 2000 and the Current Report on Form 8-K dated July 17, 2000 of Holdings
(the "Transtar Disclosure Documents").

         8.1.5    Financial Statements.

         (a)      The  consolidated  financial  statements  of Transtar  and the
                  Transtar  Companies   contained  in  the  Transtar  Disclosure
                  Documents were prepared in accordance with generally  accepted
                  accounting principles consistently applied (except for changes
                  noted  therein,  if  applicable)  and  fairly  present  in all
                  material  respects the financial  position of Transtar and the
                  Transtar  Companies  on a  consolidated  basis as of the dates
                  thereof and the results of  operations  and  statement of cash
                  flows of Transtar and the Transtar Companies on a consolidated
                  basis. The periods ended on such dates are subject in the case
                  of unaudited interim  financial  statements to normal year-end
                  adjustments. PricewaterhouseCoopers,  LLP, whose report on the
                  annual financial statements contained therein, are independent
                  public accountants as defined by regulations of the Securities
                  and Exchange Commission.

         (b)      In contemplation of this transaction,  Transtar has previously
                  delivered to USX and Holdings  monthly  income  statements for
                  each month of 1999 and 2000 (through June in the case of 2000)
                  and  balance  sheets  as of the end of each  month of 1999 and
                  2000  (through  June in the  case of 2000)  for each  Transtar
                  Company (the "Unit Financial Statements").  The Unit Financial
                  Statements   fairly  present  in  all  material  respects  the
                  financial  position of each  Transtar  Company as of the dates
                  thereof and the results of operations, subject in each case to
                  normal year-end and consolidating adjustments.

         8.1.6 Legal  Proceedings  and  Violations.  Except as  disclosed in the
Transtar  Disclosure  Documents and a letter from Transtar dated the date hereof
(the "Transtar Disclosure  Letter"),  (a) there are no legal proceedings pending
or  threatened  against  Transtar  or  any  of  the  Transtar  Companies  which,
individually or in the aggregate,  if adversely  decided,  would have a Material
Adverse  Effect  on the  USX  Companies,  taken  as a  whole;  or  the  Holdings
Companies,  taken as a whole, (b) none of the Transtar Companies is in violation
of any law,  regulation,  ordinance,  judicial  decree or  administrative  order
(including, but not limited to, any environmental or employee benefit law) which
violation,  individually  or in the  aggregate,  would have a  Material  Adverse
Effect on the USX Companies,  taken as a whole; or the Holdings Companies, taken
as a whole, and (c) each of the Transtar Companies has all licenses, permits and
other  governmental  grants  of  authority  ("Permits")  necessary  to  own  its
respective assets and conduct its business as currently conducted except for the
absence of Permits which,  individually  or in the  aggregate,  would not have a
Material Adverse Effect on the USX Companies,  taken as a whole; or the Holdings
Companies, taken as a whole.

         8.1.7 Changes Since December 31, 1999.  Since December 31, 1999, a) the
business  of Transtar  and the  Transtar  Companies  has been  conducted  in the
ordinary  course,  consistent  with past  practice;  (b) none of Transtar or the
Transtar Companies or their respective properties has suffered any fire, loss or
other  casualty  that has  resulted in or is likely to result in the future in a
Material Adverse Effect on the USX Companies,  taken as a whole; or the Holdings
Companies,  taken as a whole,  and (c) there has not occurred any condition that
has had, or with the passage of time, the giving of notice or both,  will have a
Material  Adverse Effect on the USX Companies  taken as a whole; or the Holdings
Companies, taken as a whole.

         8.1.8    Taxes.

                  (a)      As used  herein  "Taxes  and  Code"  shall  have  the
                           meanings given in Section 4.1.

                  (b)      Each of Transtar and each Transtar  Company has filed
                           or caused to be filed on a timely  basis all material
                           tax returns,  statements,  schedules or other written
                           notice required to be filed with the Internal Revenue
                           Service   ("IRS")  or  any  state  or  local   taxing
                           authority  relating  to Taxes ("Tax  Returns").  Each
                           such Tax  Return was  complete  and  accurate  in all
                           respects except for deficiencies  which will not have
                           a Material Adverse Effect on the USX Companies, taken
                           as a whole;  or the  Holdings  Companies,  taken as a
                           whole.

                  (c)      All Taxes to be paid  pursuant to any Tax Return have
                           been paid, or fully reserved in the Interim Financial
                           Statements, and no other Taxes are due and payable by
                           Transtar   or  any   Transtar   Company   except  for
                           deficiencies  which will not have a Material  Adverse
                           Effect on the USX Companies  taken as a whole, or the
                           Holdings Companies, taken as a whole.

                  (d)      All Taxes  under the Code have been  resolved  except
                           for all fiscal years following 1995.

                  (e)      No legal  proceeding,  audit or review is  pending or
                           threatened  against  Transtar or any Transtar Company
                           regarding   any  Taxes   except  for  matters   that,
                           individually  and in the  aggregate,  will not have a
                           Material  Adverse Effect on the USX Companies,  taken
                           as a whole,  or the  Holdings  Companies,  taken as a
                           whole.

                  (f)      Except as contemplated by Section 4.2 hereof, neither
                           Transtar or any Transtar Company is party to or bound
                           by any material tax sharing, indemnity, allocation or
                           similar agreement.

         8.1.9    Benefit Plans.

                  (a)      All  pension,  retirement,  profit  sharing,  Section
                           401(k),    thrift-savings,    individual   retirement
                           account,  excess benefit plan, deferred compensation,
                           incentive  compensation,  stock bonus,  stock option,
                           restricted   stock,   cash  bonus,   employee   stock
                           ownership  (including,  without  limitation,  payroll
                           related  employee  stock  ownership),  severance pay,
                           cafeteria,  flexible  compensation,  life  insurance,
                           medical,  dental,  disability,  or vacation  plans or
                           arrangements  of any  kind  and  any  other  Employee
                           Pension Benefit Plan or Employee Welfare Benefit Plan
                           (as  defined  in  Section  3  of  ERISA),   incentive
                           compensation   plan   or   fringe   benefit   or  any
                           combination of the foregoing established, maintained,
                           sponsored,  contributed to or otherwise  participated
                           in by any of Transtar or the Transtar  Companies  for
                           any of its current or past  employees have been filed
                           by Transtar as  exhibits to the  Transtar  Disclosure
                           Documents  or are set forth in  Schedule  8.1.9  (the
                           "Transtar Plans").

                  (b)      Each   Transtar   Plan  has  been   administered   in
                           compliance  with  the  terms  of  such  plan  and all
                           applicable  laws,  regulations  and rules  except for
                           such failures that  individually  or in the aggregate
                           would not have a Material  Adverse  Effect on the USX
                           Companies,   taken  as  a  whole;   or  the  Holdings
                           Companies, taken as a whole.

                  (c)      No  "Reportable  Event"  as such term is  defined  in
                           Section  4043 of ERISA has  occurred  with respect to
                           any Transtar  Plan (other than as a result of or with
                           respect  to the  transactions  contemplated  by  this
                           Agreement) and no accumulated  funding  deficiency as
                           such term is defined  in Section  412 of the Code has
                           occurred in relation to any Transtar Plan.

                  (d)      Each  Employee  Pension  Benefit  Plan (as defined in
                           Section  3 of ERISA) is the  subject  of a  favorable
                           determination  letter issued by the IRS under Section
                           401(a)   of  the   Code,   no   challenge   to   such
                           determination  is pending or threatened  and no facts
                           or  circumstances  exist that  would be  grounds  for
                           revocation of such determination letter.

                  (e)      An Annual  Report on Form 5500 for each Transtar Plan
                           as of  December  31,  1999  has  been  filed  and the
                           financial statements and other information  contained
                           therein are  complete  and  accurate in all  material
                           respects.

         8.1.10   Material Contracts.

                  (a)      "Material   Contracts"   shall  mean  any   contract,
                           indenture, purchase order or other agreement to which
                           Transtar or any Transtar Company is a party and which
                           (i) is outside of the  ordinary  course of  business;
                           (ii) one of the ten  largest  in  terms of year  2000
                           transaction dollars for each of the purchase, sale or
                           lease of any goods and  services,  other  than  those
                           with USX,  USS/Kobe Steel Company,  U.S. Steel Mining
                           LLC, or Republic  Technologies  International  LLC as
                           successor by merger to USS/Kobe Steel Company;  (iii)
                           one of the ten  largest in terms of 2000  transaction
                           dollars for transportation  services other than those
                           with USX,  USS/Kobe Steel Company,  U.S. Steel Mining
                           LLC, or Republic  Technologies  International  LLC as
                           successor by merger to USS/Kobe Steel  Company;  (iv)
                           involves  expenditures or receipts by Transtar or the
                           Transtar Companies of more than $1,000,000 other than
                           those  detailed  in  (ii)  and  (iii);  and  (v)  any
                           agreement with any governmental body.

                  (b)      Except  as  disclosed  in  the  Transtar   Disclosure
                           Letter,  all Material Contracts are in full force and
                           effect  and  neither   Transtar   nor  the   Transtar
                           Companies has given or received written notice of any
                           event of force majeure,  breach, default or condition
                           which, with the passage of time, the giving of notice
                           or both would constitute a breach or default.

         8.1.11  Insurance.  All insurance in effect  covering  Transtar and the
Transtar  Companies at any time since  January 1, 2000 remains in full force and
effect and there have been no claims made, or facts and circumstances  existing,
that would be grounds for a claim except for matters that,  individually  and in
the  aggregate,  will not have a Material  Adverse  Effect on the USX  Companies
taken as a whole, or the Holdings Companies, taken as a whole.

         8.1.12 Title to Properties.  The Transtar Companies own or lease all of
their  assets,  including  rights of way, free and clear of any and all security
interests,  mortgages  or other  monetary  lien,  except  for (a)  precautionary
security interest filings in connection with leases, (b) liens granted under the
Transtar Credit  Agreement,  or (c) other matters which,  individually or in the
aggregate,  would not have a Material Adverse Effect on the USX Companies, taken
as a whole, or the Holdings Companies, taken as a whole.

         8.1.13 Condition and Sufficiency of Assets.  The physical  condition of
the assets  owned or leased by the Transtar  Companies  (a) are adequate for the
uses to which they are being put; (b) are in good operating condition consistent
with  their  age and  ordinary  wear  and  tear;  and (c) have  been  maintained
consistent with standard practice in the transportation  industry except in each
case for such defects which, individually or in the aggregate,  would not have a
Material Adverse Effect on the USX Companies,  taken as a whole, or the Holdings
Companies,  taken as a whole.  Except as set forth on Schedule  8.1.13 (x),  the
assets  owned,  leased or licensed by the Holdings  Companies  after the Closing
Date  are  all of the  material  assets  currently  used in the  conduct  of the
business of the Holdings  Companies and are sufficient to allow Holdings and the
Holdings  Companies  to  conduct  the  business  of the  Holdings  Companies  as
currently  conducted.  Except as set forth on Schedule  8.1.13  (y),  the assets
owned, leased or licensed by the USX Companies after the Closing Date are all of
the  material  assets  currently  used in the conduct of the business of the USX
Companies  and are  sufficient to allow USX and the USX Companies to conduct the
business of the USX Companies as currently conducted.  Immediately following the
Closing Date, the Holdings Companies and the USX Companies,  as the case may be,
shall  own the  assets  reflected  on the  balance  sheet of each  such  company
provided in the June 30, 2000,  Unit  Financial  Statements,  together  with any
assets thereafter  acquired by such company,  less (i) all assets disposed of in
transactions expressly permitted or required hereunder and (ii) all assets sold,
transferred  or  otherwise  disposed  of to persons  who are not  affiliates  of
Transtar in the ordinary course of business consistent with past practice.

         8.1.14   Environmental Matters.

         (a)      As used herein,  "Environmental Law" shall mean federal, state
                  and  local  laws,  implementing   regulations  and  applicable
                  regulatory  permits relating to pollution or protection of the
                  environment,  including  laws  concerning  hazardous and toxic
                  substances,  emissions, releases and discharges of pollutants,
                  wastes and other  substances into ambient air,  surface water,
                  ground  water  or land  including,  but not  limited  to,  the
                  Comprehensive    Environmental   Response   Compensation   and
                  Liability Act of 1980, as amended,  the Resource  Conservation
                  and Recovery Act, the Hazardous Material  Transportation  Act,
                  and the Emergency Planning and Community Right to Know Act.

         (b)      As used herein,  "Hazardous  Materials" means petroleum or any
                  byproducts  or  fractions  thereof;   asbestos  in  any  form;
                  polychlorinated  biphenyl;  urea  formaldehyde  and any  other
                  chemical,  material or substance (whether in solid,  liquid or
                  gaseous  form)  defined in, or included in, the  definition of
                  "hazardous    substances,"   "hazardous   waste,"   "hazardous
                  materials,"  "extremely  hazardous  substances,"   "restricted
                  hazardous waste," "toxic  substances" or "toxic pollutants" or
                  words of similar import under any applicable Environmental Law
                  and any other  chemical,  material  or  substance  (whether in
                  solid,   liquid  or  gaseous  form),   exposure  to  which  is
                  prohibited, limited or regulated by any governmental authority
                  under,  or which may  otherwise  form the  basis of  liability
                  (whether for cleanup or  otherwise),  under any  Environmental
                  Law.

         (c)      Except as set forth in the Transtar  Disclosure  Documents and
                  the  Transtar  Disclosure  Letter,  Transtar  and the Transtar
                  Companies   are  in  full   and   complete   compliance   with
                  Environmental Laws except for violations that, individually or
                  in the aggregate,  would not have a Material Adverse Effect on
                  the  USX  Companies,   taken  as  a  whole,  or  the  Holdings
                  Companies, taken as a whole.

         (d)      No Hazardous Materials have been disposed of on the properties
                  of any of the Transtar  Companies  except for amounts that the
                  cleanup  of  which  in  accordance  with   Environmental  Laws
                  individually  or in the  aggregate  would not have a  Material
                  Adverse Effect on the USX Companies,  taken as a whole, or the
                  Holdings Companies, taken as a whole.

         (e)      Except for the environmental  reports  commissioned by USX and
                  Holdings in connection with the 1988 Asset Purchase  Agreement
                  there are no  reports,  studies,  audits or other  analysis of
                  compliance,  non-compliance or possible  liability of Transtar
                  or any of the Transtar Companies under any Environmental Laws.

         (f)      There  are  no  proceedings  or   investigations   pending  or
                  threatened by any governmental  entity against Transtar or any
                  Transtar  Company  concerning  compliance,  non-compliance  or
                  possible liability under any Environmental Laws.

         (g)      There are no consent or other judicial decrees, administrative
                  orders  or  findings  or  agreements  with  any   governmental
                  authority   relating  to   Environmental   Laws  binding  upon
                  Transtar, any Transtar Company or any of their properties.

         8.1.15   Labor Matters.

         (a)      There is no labor  strike,  lockout or other work  stoppage in
                  effect or threatened  against  Transtar or any of the Transtar
                  Companies.

         (b)      There are no labor arbitration, grievance or complaint pending
                  against  Transtar or any of the Transtar  Companies except for
                  those where an adverse  determination,  individually or in the
                  aggregate,  would not result in a Material  Adverse  Effect on
                  the  USX  Companies,   taken  as  a  whole;  or  the  Holdings
                  Companies, taken as a whole.

         (c)      There  is  no  union  organizing   campaign  or  vote  pending
                  involving Transtar or any of the Transtar Companies.

         (d)      Transtar  and the  Transtar  Companies  have  complied  in all
                  material  respects  with  the  provisions  of  all  collective
                  bargaining agreements except for matters that, individually or
                  in the  aggregate,  would  not  result in a  Material  Adverse
                  Effect on the USX Companies, taken as a whole; or the Holdings
                  Companies, taken as a whole.

         8.1.16 No Prior Discussions. As of the date this Agreement is executed,
neither   Transtar  or  any  Transtar   Company  is  party  to  any   agreement,
understanding,  arrangement  or  substantial  negotiations  concerning the sale,
transfer or other  disposition,  either directly or indirectly,  of the stock of
Transtar or any Transtar Company or substantially  all of the assets of Transtar
or a Transtar Company and there have been no substantial negotiations concerning
such a sale,  transfer or other disposition by any officer,  employee or advisor
or agent (if such advisor or agent is acting  pursuant to the  direction of such
officer or employee) of Transtar.


                                   Article IX

                         Representations and Warranties

9.1  Representations and Warranties of USX.

         USX represents and warrants to Holdings the following:

         9.1.1   Existence  and   Organization.   USX  is  a  corporation   duly
incorporated,  validly  existing and in good standing under the law of the State
of Delaware and is duly qualified and in good standing as a foreign  corporation
in each  jurisdiction  where such  qualification  is  required  to carry out its
obligations hereunder.

         9.1.2    Corporate Authority.

         (a)      USX has full power and authority to own its  properties and to
                  conduct its business and operations as currently conducted.

         (b)      The  execution   and  delivery  of  this   Agreement  and  the
                  consummation of the transactions contemplated herein have been
                  approved by the Board of Directors  of USX and no  shareholder
                  or other corporate  approval or action is required on the part
                  of USX. This Agreement  constitutes a legal, valid and binding
                  obligation of USX  enforceable  against it in accordance  with
                  its terms, except to the extent that its enforceability may be
                  subject to applicable bankruptcy, insolvency,  reorganization,
                  moratorium  and similar  laws  affecting  the  enforcement  of
                  creditors'   rights   generally   and  by  general   equitable
                  principles.

         9.1.3 Conflicts and Consents. The execution and delivery by USX of this
Agreement and the consummation of the transactions  contemplated herein does not
conflict with, violate,  constitute an event of default,  require the consent of
any  government  entity or other third party or result in the creation of a lien
or  encumbrance  under  (a)  the  Constituent  Documents  of USX;  (b) any  law,
regulation,  ordinance, judicial decree or administrative order binding upon USX
or its properties  except for approvals  required from the STB and under HSR and
(c) any material mortgage, indenture, lease, contract or other agreement binding
upon USX or its  properties  except with respect to clause (c) for violations or
defaults which will not have a Material Adverse Effect on the Holdings Companies
taken as a whole,  and will not affect  the  ability  of USX,  Transtar  and The
Transtar Companies to consummate the transactions contemplated hereby.

         9.1.4 No Prior Discussions.  As of the date this Agreement is executed,
neither USX or any  affiliate of USX is party to any  agreement,  understanding,
arrangement or substantial  negotiations  concerning the sale, transfer or other
disposition (other than a Permitted Transfer), either directly or indirectly, of
the stock of Transtar or any USX Company or  substantially  all of the assets of
Transtar  or a USX  Company  and  there  have been no  substantial  negotiations
concerning such a sale, transfer or other disposition by any director,  officer,
employee or advisor or agent (if such advisor or agent is acting pursuant to the
direction of such director, officer or employee) of USX or any affiliate of USX.

         9.1.5 Ownership of USX Stock.  USX owns  beneficially and of record all
of the USX Stock free and clear of any lien claim or encumbrance.

9.2      Representations and Warranties of Holdings.

         Holdings represents and warrants to USX the following:

         9.2.1  Existence and  Organization.  Holdings is a limited  partnership
duly formed, validly existing under the law of the State of Delaware and is duly
qualified  and in  good  standing  as a  foreign  limited  partnership  in  each
jurisdiction  where such  qualification is required to carry out its obligations
hereunder.

         9.2.2    Authority.

         (a)      Holdings has full power and  authority  to own its  properties
                  and to conduct its  businesses  and  operations  as  currently
                  conducted.

         (b)      The  execution   and  delivery  of  this   Agreement  and  the
                  consummation of the transactions contemplated herein have been
                  approved by the appropriate  governing body of Holdings and no
                  partner or other similar approval or action is required on the
                  part of Holdings.  This Agreement  constitutes a legal,  valid
                  and binding obligation of Holdings  enforceable  against it in
                  accordance  with its  terms,  except  to the  extent  that its
                  enforceability  may  be  subject  to  applicable   bankruptcy,
                  insolvency,   reorganization,   moratorium  and  similar  laws
                  affecting the enforcement of creditors'  rights  generally and
                  by general equitable principles.

         9.2.3 Conflicts and Consents. The execution and delivery by Holdings of
this Agreement and the consummation of the transactions  contemplated  herein do
not conflict with, violate,  constitute an event of default, require the consent
of any  government  entity or other third  party or result in the  creation of a
lien or encumbrance  under (a) the  Constituent  Documents of Holdings;  (b) any
law, regulation, ordinance, judicial decree or administrative order binding upon
Holdings or its properties except for approvals  required from the STB and under
HSR,  and (c)  any  material  mortgage,  indenture,  lease,  contract  or  other
agreement  binding upon Holdings or its properties other than the 13 3/8% Series
B Senior  Discount  Notes due  December 15, 2003 issued by Holdings and Transtar
Capital Corporation (the "Holdings Notes") except with respect to clause (c) for
violations  or  defaults  which will not have a Material  Adverse  Effect on the
financial  position or results of  operation  of the USX  Companies,  taken as a
whole and will not affect the ability of  Holdings,  Transtar  and the  Transtar
Companies to consummate the transactions contemplated hereby.

         9.2.4 No Prior Discussions.  As of the date this Agreement is executed,
neither  Holdings  or any  affiliate  of  Holdings  is party  to any  agreement,
understanding,  arrangement  or  substantial  negotiations  concerning the sale,
transfer or other disposition (other than a Permitted Transfer), either directly
or indirectly, of the stock of Transtar or any Holdings Company or substantially
all of the  assets of a  Holdings  Company  and there  have been no  substantial
negotiations  concerning  such a sale,  transfer  or  other  disposition  by any
partner,  officer,  employee  or advisor  or agent (if such  advisor or agent is
acting  pursuant to the  direction  of such  partner,  officer or  employee)  of
Holdings or any affiliate of Holdings.

         9.2.5 Ownership of Holdings Stock.  Holdings owns  beneficially  and of
record  all  of the  Holdings  Stock  free  and  clear  of any  lien,  claim  or
encumbrance,  and on the Closing Date,  upon the  consummation of the closing of
the redemption contemplated herein, will deliver to Transtar good and marketable
title to the Holdings Stock free and clear of any lien, claim or encumbrance.

9.3      Representations Exclusive.

         The  parties  acknowledge  that the  representations  set forth in this
Article IX are the sole and exclusive  representations  of the parties.  Without
limiting  the  foregoing  the parties  acknowledge  that none of the matters set
forth in Article VIII constitutes a representation  by any of the parties hereto
or any of the Transtar companies.


                                    Article X

                                Certain Covenants

Section 10.1      Interim Operations.

         From the date hereof and until the Closing  Date,  (i) USX and Holdings
agree that they will cause  Transtar and each of the  Transtar  Companies to and
(ii) Transtar will and will cause each of the Transtar Companies to:

         (a)      Except  as  expressly  contemplated  by,  or  as  required  to
                  implement this Agreement,  conduct their business and maintain
                  their assets only in the ordinary  course and consistent  with
                  past practice;

         (b)      Duly and  punctually  pay and perform  all of its  contractual
                  obligations in accordance with the terms thereof;

         (c)      Not sell,  pledge or assign any capital  stock of any Transtar
                  Company  nor issue or agree to issue any share of its  capital
                  stock;

         (d)      Except  as  expressly  contemplated  by,  or  as  required  to
                  implement  this  Agreement,  not amend any of the  Constituent
                  Documents of Transtar or any of the Transtar Companies;

         (e)      Not acquire any assets or the  securities  of any person other
                  than in the ordinary  course of business  consistent with past
                  practice;

         (f)      Not dispose of any assets  other than (i) the sale of obsolete
                  equipment  and  supplies  in the  ordinary  course of business
                  consistent  with  past  practice  or (ii) the sale or lease of
                  real  property in the ordinary  course of business  consistent
                  with past practice;

         (g)      Not make any capital authorizations or expenditures,  or enter
                  into any  agreements in connection  therewith,  other than for
                  amounts and items in the form of and  contemplated in the 2000
                  Capital  Plan  (including  the  amendment  in  respect  of the
                  Bessemer Car Fleet  specified in the Letter dated May 30, 2000
                  from Robert Rosati to James Mossman and Robert  Hernandez) and
                  which do not exceed  $31,434,000 in the aggregate with respect
                  to USX Companies and $16,526,000 in the aggregate with respect
                  to Holdings Companies;

         (h)      Except as  contemplated  in the 2000 Business  Plan, not enter
                  into any  contract or  agreement  that would (i)  constitute a
                  Material  Contract or (ii) any contract for a term longer than
                  six months (assuming that all cancellation rights are promptly
                  exercised  on  the  Closing  Date  or as  soon  thereafter  as
                  possible);

         (i)      Not  establish  nor amend any employee  benefit plan except as
                  contemplated in Article III hereof;

         (j)      Not grant any salary or wage  increase or pay any bonus except
                  for increases granted to employees other than elected officers
                  in  accordance   with  the  existing   program  or  except  as
                  explicitly agreed to in writing by USX and Holdings;

         (k)      Not incur, guarantee or become liable for any indebtedness for
                  money  borrowed,  except for guarantees (i) made by one of the
                  Holdings   Companies  for  the  benefit  of  another  Holdings
                  Company;  or (ii)  made by one of the  USX  Companies  for the
                  benefit of another USX Company.

         (l)      Not  declare,  set  aside,  pay or make  any  distribution  in
                  respect  of any of its  capital  stock  or  purchase,  redeem,
                  otherwise acquire any of its capital stock or make any capital
                  contributions  (except as  authorized by Sections 2.2, 2.3 and
                  2.5 hereof);

         (m)      Not grant any stock or options under the Management Plans;

         (n)      Not  allow  any  substantial  negotiations  by  the  officers,
                  employees,  or agents (if such  agents are acting  pursuant to
                  the  direction of such  officers or  employees) of Transtar or
                  the   Transtar    Companies    concerning    any    agreement,
                  understanding, or arrangement concerning the sale, transfer or
                  other disposition, either directly or indirectly, of the stock
                  of Transtar or any Transtar  Company or  substantially  all of
                  the assets of Transtar or a Transtar Company.

         (o)      Not enter into,  modify,  amend,  supplement  or terminate any
                  binding  agreement or contract  with any affiliate of Holdings
                  or USX  (other  than the  Transtar  Companies),  except in the
                  ordinary course of business, consistent with past practice.

         (p)      Not  agree to any  material  change in any  insurance  policy,
                  including,  but not limited to, any change  which would impair
                  Transtar's,  or any  of the  Transtar  Companies',  rights  to
                  extend the discovery period for claims made against any claims
                  made insurance policies.

         (q)      Not authorize or agree with any person nor make any commitment
                  to do any of (c) through (p) above.

Section 10.2      Regulatory Approvals

         (a) Promptly upon the execution of this  Agreement  Transtar,  Holdings
and USX shall apply to the STB for approval  under and for an exemption from the
requirements of the ICC Termination Act of 1995 (49 USC 11323).

         (b) Promptly upon the execution of this Agreement,  Transtar,  Holdings
and USX shall make all filings  necessary with the Federal Trade  Commission and
the Department of Justice under HSR.

Section 10.3      Future Disposition of Units.

         (a) Holdings agrees that until the six-month anniversary of the Closing
Date,  it will not (i) sell,  transfer,  or assign (or enter  into a  definitive
agreement  to sell) the stock of any  Holdings  Company  (except for a Permitted
Transfer);  (ii)  actively  solicit its  partners to sell,  transfer or assign a
partnership  or other  interest  in  Holdings  to another  person  (other than a
Permitted  Transfer) or actively  initiate or promote  such a sale,  transfer or
assignment  (but Holdings shall not be prevented from taking any action required
to be taken by it under the Holdings Limited Partnership Agreement in respect to
the sale or transfer of a limited partnership interest in Holdings), (iii) allow
the sale,  transfer or assignment of all or  substantially  all of the assets of
any Holdings Company;  (iv) enter into substantial  negotiations to do (i), (ii)
or (iii) above; or (v) allow any Holdings Company to fail to continue to conduct
its  current  business  such that such  Holdings  Company is not  engaged in the
active  conduct of a trade or business  within the meaning of Section  355(b) of
the Code.

         (b) USX agrees  that  until the six month  anniversary  of the  Closing
Date,  it will not (i) sell,  transfer,  or assign (or enter  into a  definitive
agreement  to  sell)  the  stock  of any USX  Company  (except  for a  Permitted
Transfer);  (ii) allow the sale,  transfer or assignment of all or substantially
all of the assets of any USX Company; (iii) enter into substantial  negotiations
to do (i) or (ii)  above;  or (iv) allow any USX  Company to fail to continue to
conduct  its current  business  such that such USX Company is not engaged in the
active  conduct of a trade or business  within the meaning of Section  355(b) of
the Code.

         (c) USX agrees that if at any time prior to the fourth  anniversary  of
the Closing  Date,  it  directly  or  indirectly  sells,  transfers,  assigns or
otherwise  disposes of all of the  capital  stock of EJ&E or allows EJ&E to sell
all or  substantially  all of its assets in a  transaction  or series of related
transactions  for a  purchase  price in excess of the Base EJ&E  Price  (defined
below),  it  will  pay  to  Holdings  56%  of the  proceeds  (including  without
limitation,  (i) the proceeds of any dividend to USX, or its affiliates, by EJ&E
financed  through the issuance of any  indebtedness  to the extent EJ&E,  or the
purchaser,  remains liable for any such  indebtedness  at the time of such sale,
transfer,   assignment  or  other   disposition  and  (ii)  the  amount  of  any
indebtedness  of USX or its  subsidiaries  (other than EJ&E) which is assumed by
the acquirer in such transaction)  received above the Base EJ&E Price. The "Base
EJ&E Price" shall mean $205  million,  increased by the fair market value of any
indebtedness  for borrowed  money retained by USX or an affiliate of USX (or, in
the case of the last proviso of this section,  such  purchaser) in a transaction
or series of related  transactions  contemplated by this Section 10.3(c). In the
event that the capital stock or assets of EJ&E are sold,  transferred,  assigned
or  otherwise  disposed  of as  part  of a  transaction  or  series  of  related
transactions  including  additional stock or assets,  then (x) the provisions of
this Section 10.3(c) shall have no effect upon such sale,  transfer,  assignment
or other disposition (whether by merger,  consolidation,  sale,  contribution or
otherwise)  in  one  or  a  series  of  related   transactions  if  (i)  all  or
substantially  all of the  properties  of the U. S. Steel Group of USX are sold,
transferred,  assigned or otherwise disposed of in such transaction; or (ii) the
revenues of EJ&E during the last  calendar year prior to such  transaction  were
25% or less of the total revenue of all the legal  entities or businesses  sold,
transferred,  assigned or otherwise  disposed of in such  transaction;  provided
however, that, notwithstanding anything to the contrary in this Section 10.3(c),
that in the case of a transaction  contemplated by clause (i) or (ii) above, USX
and  Transtar   shall  require  any  such  purchaser  to  assume  the  remaining
obligations of USX and Transtar under the provisions of this Section 10.3(c) and
(y) if the  revenues  of EJ&E  during  the  last  calendar  year  prior  to such
transaction  were in excess of 25%, but less than 100% of the total  revenues of
all legal  entities or  businesses  sold,  transferred,  assigned  or  otherwise
disposed of, then the proceeds  received in such sale which are  attributable to
EJ&E and to which this Section  10.3(c)  shall  apply,  shall be  determined  by
taking the total proceeds realized from such sale, transfer, assignment or other
disposition, and multiplying them by a fraction, the numerator of which shall be
the revenues of EJ&E during the last calendar year and the  denominator of which
shall be the revenues during the last calendar year of all of the legal entities
or businesses sold,  transferred,  assigned or otherwise disposed of to generate
such proceeds.  In the event that all or a portion of the proceeds are in a form
other than cash,  the fair  market  value of such  non-cash  proceeds  as of the
closing of the transaction shall be used for purposes of this Section 10.3(c).

Section 10.4      Consents.

         Schedule 10.4 sets forth a list of all Material  Contracts that require
the  consent  of  the  other  parties  thereto  for  the   consummation  of  the
transactions  contemplated  herein  ("Required  Consents")  or where  the  other
parties thereto have indicated that they intend to change the nature or level of
their business relationship with Transtar or a Transtar Company as a consequence
of the consummation of the transactions  contemplated herein. Holdings shall use
all commercially  reasonable  efforts to assist in obtaining  Required  Consents
that  relate  to the  Holdings  Companies  and USX  shall  use all  commercially
reasonable  efforts to assist in obtaining  Required Consents that relate to the
USX Companies.

Section 10.5      Due Diligence and Access.

         Promptly  after the execution and delivery of this  Agreement,  USX and
Holdings  will  cause  Transtar  and the  Transtar  Companies  to  grant to USX,
Holdings,  institutions  or other  persons  potentially  providing  financing to
Holdings and their  respective  partners,  directors,  officers,  employees  and
agents full and complete  access to the property and records of Transtar and the
Transtar Companies and to provide any information reasonably requested of them.

Section 10.6      Relation to Holdings Notes.

         Holdings acknowledges that none of USX, Transtar or any USX Company has
any responsibility or any obligation under the Holdings Notes.

Section 10.7      Post Closing Access.

         From and after the Closing  Date,  USX shall cause the USX Companies to
supply or make  available  to Holdings,  and  Holdings  shall cause the Holdings
Companies to supply or make available to USX, all information, records and other
matters as such party may  reasonably  request in  connection  with all  matters
occurring prior to the Closing Date or as may be reasonably  necessary to defend
any litigation or investigate any related claim,  prepare financial  statements,
public disclosure documents, Tax Returns or other governmental filings.

Section 10.8      Further Assurances.

         From and after the Closing Date, USX shall take and shall cause the USX
Companies to take any and all actions that are reasonably  requested by Holdings
to vest in  Holdings  directly  or  indirectly  good and  marketable  title  and
ownership  to the capital  stock of the Holdings  Companies.  From and after the
Closing Date, Holdings shall take and shall cause the Holdings Companies to take
any and all actions that are reasonably requested by USX to vest in USX directly
or indirectly  good and  marketable  title and ownership to the capital stock of
the USX Companies.  In the event that there is any title defect or lien upon the
stock of the  Holdings  Companies  resulting  from  actions by USX, USX shall be
solely  responsible for the cost of removing such lien or curing such defect. In
the  event  that  there is any  title  defect  or lien upon the stock of the USX
Companies  resulting  from  actions  by  Holdings,   Holdings  shall  be  solely
responsible  for the cost of removing  such lien or curing such  defect.  In the
event  that  there is any  title  defect  or lien upon the stock of either a USX
Company or a Holding Company that arose after December 28, 1988 and prior to the
Closing  Date other than  through an action by USX or  Holdings,  then  Holdings
shall be  responsible  for 56% of the cost of removing  such lien or curing such
defect and USX shall be responsible for 44% of such cost.

Section 10.9      Holdings Officer.

         If Holdings designates,  after the date hereof and prior to the Closing
Date, a person to serve as chief executive officer of Holdings after the Closing
Date (the "Holdings Designee"), Transtar agrees to provide the Holdings Designee
with the necessary  access to information,  and to take all such other action as
may be  reasonably  necessary,  to allow the  Holdings  Designee to  familiarize
himself with the business of the Holdings  Companies in a manner  sufficient  to
allow the Holdings  Designee to manage the  business of the  Holdings  Companies
after the Closing Date.

10.10    Commercially Reasonable Efforts.

         Each of USX and  Holdings  agrees  to use all  commercially  reasonable
efforts to take, or cause to be taken,  and to cooperate  with all other parties
in taking or causing to be taken,  all actions which are necessary and proper to
cause the satisfaction of the conditions to closing set forth herein, including,
without limitation,  in the case of Holdings,  using its commercially reasonable
efforts and acting in good faith to obtain the financing contemplated by Section
11.2.6;  it being  understood  that no party  hereto shall be required to pay or
increase any fees (except for customary  commitment fees,  agency fees and other
similar  fees  to  be  paid  by  Holdings  in  connection   with  the  financing
contemplated by Section 11.2.6) or assume or create any additional  liability or
offer or grant any material  accommodation to any third party or agree to do any
of the  foregoing;  provided  that no person  shall be obligated to commence any
litigation in order to comply with this covenant.  This covenant shall not limit
any  rights of any party  set  forth  herein  and,  in  particular  and  without
limitation,  shall  not  limit the right of  Holdings  to  approve,  in its sole
discretion,  the terms of the financing  contemplated  by Section 11.2.6 of this
Agreement.


                                   Article XI

                              Conditions to Closing

11.1     Conditions Precedent to Obligations of USX.

         All  obligations of USX arising  pursuant to this Agreement are subject
to the satisfaction of each of the following conditions, unless expressly waived
in writing by USX.

         11.1.1  Opinion of Counsel.  USX shall be furnished with the opinion of
White & Case LLP in substantially the form of Exhibit M attached hereto.

         11.1.2   Representations   and  Warranties.   The  representations  and
warranties  made by Holdings in Section 9.2 herein and Trustee in the  agreement
signed by Trustee and the parties hereto in substantially  the form of Exhibit B
attached  herewith (the "Accession  Agreement") shall be true and correct in all
material  respects  (except to the extent such  representations  and  warranties
contain a materiality qualification in which case they shall be true and correct
in all respects) on and as of the Closing Date with the same force and effect as
though all  representations and warranties had been made on and as of such date,
and the General Partner shall have so certified on behalf of Holdings.

         11.1.3  Covenants and Agreements.  Holdings,  Transtar and the Transtar
Companies  shall have  performed or complied in all material  respects  with all
obligations, covenants and agreements required by this Agreement to be performed
or complied with by them by the time of Closing Date, and the General Partner of
Holdings  shall have certified on behalf of Holdings and the President and Chief
Executive  Officer,  Vice President  Finance and Chief Financial  Officer,  Vice
President  Marketing,  Vice  President  Law,  Vice  President  Operations,  Vice
President Administration, Treasurer, and Comptroller (collectively the "Transtar
Officers") shall have so certified on behalf of Transtar.

         11.1.4   Material Adverse Change.

         (a)      The  assumptions  set forth in Article  VIII shall be true and
                  correct as of the  Closing  Date  except  for such  matters as
                  individually  or in  the  aggregate  would  not  constitute  a
                  Material  Adverse  Effect  on the USX  Companies,  taken  as a
                  whole, and the Transtar Officers shall have so certified.

         (b)      All Required Consents relating to the USX Companies shall have
                  been received  except for those that,  individually  or in the
                  aggregate,  would not constitute a Material  Adverse Effect on
                  the USX Companies, taken as a whole, and the Transtar Officers
                  shall have so certified.

         (c)      There  shall have  occurred no event nor shall there exist any
                  condition  which has had or would  reasonably  be  expected to
                  have a Material Adverse Effect on the USX Companies.

         11.1.5 PBGC.  No action shall have been taken or threatened by the PBGC
to  terminate  any of the  Transtar  Pension  Plans,  to impose  any  additional
liability  on  USX  or  the  USX   Companies  or  to  require  any   accelerated
contributions to the Transtar Pension Plans.

         11.1.6 Good-Standing Certificates. Transtar shall have delivered to USX
a Certificate  of Good Standing for each of the USX Companies from the Secretary
of State of such state in which such USX  Company is duly  qualified  evidencing
such USX Company's good standing therein.

         11.1.7 Execution of Documents. Each of Holdings, Transtar, the Holdings
Companies  and the Trustee  shall have  executed  and  delivered  the  following
documents  (the  "Ancillary  Agreements")  to  which it is a  party:  the  Speer
Agreement,  the Tax Matters Agreement,  the Substitute Fleet TSA, the Substitute
TSA,  the  Stockholders  Agreement  Termination,  the  Asbestos  Agreement,  the
Environmental    Indemnification    Agreement,   the   Environmental   Agreement
Termination,  the USS Name  License  Agreement,  the  Asset  Purchase  Agreement
Amendment,  the 1988 Services Agreement Amendment,  the Services Agreement,  the
B&LE  Services  Agreement  (if  required,  pursuant  to  Section  7.2),  and the
Monroeville Building Lease.

11.2     Conditions Precedent to Obligations of Holdings.

         All obligations of Holdings arising under this Agreement are subject to
the satisfaction of each of the following conditions, unless expressly waived in
writing by Holdings.

         11.2.1   Opinions of Counsel.

         (a)      Holdings  shall be  furnished  with the  opinion of Richard J.
                  Munsch, Assistant General Counsel or Robert M. Stanton, Senior
                  General  Attorney-Corporate in substantially the form attached
                  hereto as Exhibit N.

         (b)      Holdings shall be furnished  with the opinion of Reed,  Smith,
                  Shaw & McClay LLP that the shares of Exchanged Stock delivered
                  to Holdings on the Closing Date have been duly  authorized and
                  issued and are fully paid and non-assessable, which opinion to
                  be reasonably satisfactory to counsel for Holdings.

         11.2.2   Representations   and  Warranties.   The  representations  and
warranties  made by USX in  Section  9.1 herein  and  Trustee  in the  Accession
Agreement  shall be true and  correct in all  material  respects  (except to the
extent such representations and warranties contain a materiality  qualification,
in which case they shall be true and correct in all  respects)  on and as of the
Closing  Date with the same force and effect as though all such  representations
and  warranties  have been made on and as of such date and USX's Chairman of the
Board of Directors, Vice Chairman & Chief Financial Officer, or Vice President &
Treasurer shall have so certified on behalf of USX.

         11.2.3  Covenants  and  Agreements.  USX,  Transtar  and  the  Transtar
Companies  shall have  performed or complied in all material  respects  with all
obligations, covenants and agreements required by this Agreement to be performed
or complied with by them by the Closing Date and USX's  Chairman of the Board of
Directors, Vice Chairman & Chief Financial Officer or Vice President & Treasurer
shall have so certified on behalf of USX and the  Transtar  Officers  shall have
certified on behalf of Transtar.

         11.2.4   Material Adverse Change.

         (a)      The  assumptions  set forth in Article  VIII shall be true and
                  correct as of the  Closing  Date  except  for such  matters as
                  individually  or in  the  aggregate  would  not  constitute  a
                  Material Adverse Effect on the Holdings Companies,  taken as a
                  whole, and the Transtar Officers shall have so certified.

         (b)      All Required Consents relating to the Holdings Companies shall
                  have been received  except for those that  individually  or in
                  the aggregate  would not constitute a Material  Adverse Effect
                  on the Holdings Companies,  taken as a whole, and the Transtar
                  Officers shall have so certified.

         (c)      There  shall have  occurred no event nor shall there exist any
                  condition  which has had or would  reasonably  be  expected to
                  have a Material Adverse Effect on the Holdings Companies.

         11.2.5  Exchanged  Stock.  The  Exchanged  Stock  shall  have been duly
authorized,  validly  issued  to  Holdings,   non-accessible  and  free  of  any
preemptory or other rights.

         11.2.6   Financing.   Holdings  (i)  shall  have  received,   on  terms
satisfactory  to  Holdings  in its  sole  discretion,  at least  $255.0  million
(reduced by the amount of any  indebtedness of Transtar which is assumed and not
refinanced)  of proceeds  from one or more bank  financings  or offering of debt
securities,  and (ii) shall have entered into a revolving  credit  facility with
available  commitments  of not less than $20.0  million,  which such  amount and
commitment (together with any assumption of indebtedness) shall in the aggregate
be sufficient to (a) refinance the  outstanding  obligations  under the Holdings
Notes (including,  without limitation,  any principal,  interest or premium owed
with respect  thereto),  (b)  refinance,  to the extent it is refinanced and not
assumed, the outstanding share of the Holdings Companies debt under the Transtar
Credit Agreement  (including any make-whole premium incurred),  (c) sufficiently
finance  working  capital  of the  Holdings  Companies  and (d) pay the fees and
expenses of Holdings, the Holdings Companies, Blackstone Capital Partners LP and
Blackstone Transportation Partners LP related to (a), (b) and (c)).

         11.2.7 PBGC.  No action shall have been taken or threatened by the PBGC
to  terminate  any of the  Transtar  Pension  Plans,  to impose  any  additional
liability  on Holdings or the Holdings  Companies or to require any  accelerated
contributions to the Transtar Pension Plans.

         11.2.8  Good-Standing  Certificates.  Transtar  shall have delivered to
Holdings a Certificate of Good Standing for each of the Holdings  Companies from
the  Secretary  of State of such  state in which such  Holdings  Company is duly
qualified evidencing such Holdings Company's good standing therein.

         11.2.9  Execution  of  Documents.  Each  of USX,  Transtar  and the USX
Companies shall have executed and delivered each of the Ancillary  Agreements to
which it is a party and RTI will have executed the Substitute Fleet TSA.

11.3     Mutual Conditions Precedent.

         The  obligations  of both  USX and  Holdings  shall be  subject  to the
satisfaction  on or prior to the Closing Date of each of the  following,  unless
expressly waived in writing by both parties.

         11.3.1 No  Injunctions.  No temporary or permanent  restraining  order,
preliminary  or permanent  injunction  or other legal  restraint or  prohibition
against the  consummation of the  transactions  contemplated  herein shall be in
effect;  no action  seeking such an order,  injunction or prohibition is pending
and no  governmental  authority,  including  without  limitation,  the STB,  the
Federal  Trade  Commission,  the  Department  of Justice  or any state  attorney
general is threatening such an action (collectively an "Injunctive Action").

         11.3.2 STB  Approval.  The STB has granted an approval or exemption for
the transactions contemplated herein; such approval or exemption remains in full
force and effect  ("STB  Approval")  and no action or  proceeding  is pending or
threatened challenging such approval or exemption (an "STB Challenge").

         11.3.3 HSR Filing.  All waiting  periods  under HSR have expired or the
Federal  Trade  Commission  and the  Department  of Justice have  granted  early
termination to such waiting periods.

         11.3.4 Tax Free  Reorganization.  Each of USX and  Holdings  shall have
received  assurances   reasonably   satisfactory  to  it  that  the  transaction
contemplated herein qualifies as a tax free under Section 355 of the Code.

         11.3.5 Execution of Accession  Agreement by Trustee.  The Trustee shall
have  agreed to  become a party to this  Agreement  through  the  execution  and
delivery of the Accession Agreement.


                                   Article XII

                                     Closing

12.1     Closing Date.

         The closing of this transaction  shall occur on the second Business Day
following the  satisfaction  of the  conditions  set forth in Article XI hereof.
"Business Day" shall mean any day other than a Saturday,  Sunday or day on which
commercial  banks are permitted to be closed in New York, NY, or Pittsburgh,  PA
(the "Closing Date").

12.2     The Closing.

         (a)      The  Closing  shall be held at the offices of USX at 600 Grant
                  Street,  Pittsburgh,  PA, or such other  place as the  parties
                  shall agree, at 11:00 A.M. on the Closing Date.

         (b)      A  pre-closing  shall be held on the Business Day  immediately
                  prior to the  Closing  Date and, to the extent  possible,  all
                  documents  delivered  by either party shall be examined at the
                  pre-closing.

         (c)      At the Closing, USX shall deliver:

                  (i)      The   opinion   of  counsel   specified   in  Section
                           11.2.1(a);

                  (ii)     The  certificates  on  behalf  of  USX  specified  in
                           Sections 11.2.2 and 11.2.3;

                  (iii)    Evidence of due authorization of this Agreement; and

                  (iv)     Such other documents and  certificates as Holdings or
                           its counsel may reasonably request.

         (d)      At the Closing, Holdings shall deliver:

                  (i)      To Transtar,  certificates  representing the Holdings
                           Stock;

                  (ii)     The resignations of the Blackstone Directors;

                  (iii)    The opinion of counsel specified in Section 11.1.1;

                  (iv)     The officer's certificate specified in Section 11.1.2
                           and 11.1.3;

                  (v)      Evidence  satisfactory to USX of the  cancellation of
                           all Management Options;

                  (vi)     Evidence of due authorization of this Agreement; and

                  (vii)    Such other  documents and  certificates as USX or its
                           counsel may reasonably request.

         (e)      At  the  Closing,  Trustee  shall  deliver  (pursuant  to  the
                  Accession Agreement):

                  (i)      To Transtar, certificates representing the Management
                           Stock.

         (f)      At the Closing, Transtar shall deliver:

                  (i)      To Holdings,  certificates representing the Exchanged
                           Stock;

                  (ii)     To  Trustee,   certificates   representing   the  New
                           Management Stock;

                  (iii)    The  officers  certificates  on  behalf  of  Transtar
                           specified  in  Sections  11.1.3,  11.1.4,  11.2.3 and
                           11.2.4;

                  (iv)     The opinion specified in Section 11.2.1(b);

                  (v)      Evidence  of  repayment   of  the   Transtar   Credit
                           Agreement   and   release   of  all   liens   granted
                           thereunder;

                  (vi)     Evidence of release of the Cross  Guarantees,  to the
                           extent such releases have been obtained  prior to the
                           Closing Date;

                  (vii)    Such other  agreements  and  certificates  as USX and
                           Holdings shall agree to be delivered; and

                  (viii)   Certificates  of Good  Standing for Transtar and each
                           Transtar Company.

         (g)      At the  Closing,  the  following  parties  shall  execute  and
                  deliver:

                  (i)      USX,    Holdings,    Transtar   and   each   Transtar
                           company--the Tax Matters Agreement;

                  (ii)     USX and Fleet-- the Substitute Fleet TSA;

                  (iii)    USX, Holdings, DM&IR and B&LE--the Substitute TSA;

                  (iv)     USX,   Holdings  and  Transtar--   the   Stockholders
                           Agreement Termination;

                  (v)      USX,  Transtar,  Holdings  and Fleet  --the  Asbestos
                           Agreement;

                  (vi)     USX,    Holdings,    Transtar   and   each   Transtar
                           Company--the Environmental Agreement;

                  (vii)    USX and Fleet--the USS Name License Agreement;

                  (viii)   USX,  Holdings and the Holdings  Companies,  Transtar
                           and  each  Transtar   Company--the   Asset   Purchase
                           Agreement Amendment;

                  (ix)     USX  and   Transtar--the   1988  Services   Agreement
                           Amendment;

                  (x)      Holdings,  the Holdings Companies,  Transtar and each
                           Transtar Company--the Services Agreement;

                  (xi)     USX,   Transtar   (the  USX   Companies),   B&LE  and
                           Holdings--the B&LE Services Agreement; and

                  (xii)    USX,  Transtar  and  each  Transtar  Company  --  the
                           Environmental Agreement Termination.

12.3     Effective Date.

         The  transaction  shall be effective as of the close of business on the
Closing Date.

12.4     Termination.

         (a)      This  Agreement may be terminated by either USX or Holdings by
                  written notice to the other if:

                  (i)      The Closing does not occur by March 31, 2001; or


                  (ii)     A permanent  non-appealable order, decree or judgment
                           has been issued by a court of competent  jurisdiction
                           which prevents the  consummation of the  transactions
                           contemplated herein.

         (b)      This  Agreement may be terminated by USX by written  notice to
                  Holdings if:

                  (i)      There  is a  material  breach  by  Holdings  of  this
                           Agreement  which is not  remedied  within  30 days of
                           written notice thereof; or

                  (ii)     The USX Companies  taken as a whole suffer a Material
                           Adverse Effect;

         (c)      This Agreement may be terminated by Holdings by written notice
                  to USX if:

                  (i)      There is a material  breach by USX of this  Agreement
                           which  is not  remedied  within  30 days  of  written
                           notice thereof; or

                  (ii)     The Holdings  Companies,  taken as a whole,  suffer a
                           Material Adverse Effect;

         (d)      Except in the case of a material breach of this Agreement,  in
                  the event of such termination, no party shall be liable to the
                  other party for any  damages,  costs or  expenses  incurred in
                  connection   with  the   negotiation  and  execution  of  this
                  Agreement and no party shall have any further obligation under
                  this Agreement.

12.5     Time Is Of The Essence.

         The parties agree that time is of the essence in this Agreement.


                                  Article XIII

                                  Miscellaneous

13.1     Expenses.

         Except as  expressly  provided  in this  Agreement,  whether or not the
transactions  contemplated hereunder shall be consummated,  each party shall pay
its  own  expenses  incident  to the  preparation  of  this  Agreement  and  for
consummating the transaction,  including all outside counsel and accountant fees
incurred by it.  Each party  shall also pay all filing  fees and other  expenses
required to be paid by it under  applicable  laws,  regulations  or contracts to
perform  the  covenants  and  obligations  hereunder.  Notwithstanding  anything
contrary  contained herein, if the transactions  contemplated  hereunder are not
consummated,  Transtar  shall  reimburse  each of  Holdings  and  USX for  their
reasonable expenses incurred in connection herewith. For purposes of determining
USX's expenses (other than filing fees) for reimbursement  above, USX's expenses
(other  than  filing  fees)  shall  be  deemed  to  be  the  same  as  Holdings'
reimbursable expenses (excluding filing fees).

13.2     Notices.

         All notices, requests, demands and other communications hereunder shall
be in writing  and shall be deemed to have been given if actually  delivered  by
any  reasonable  means or if mailed by  registered  or  certified  mail,  return
receipt  requested,  to the following  addresses or to such other address as any
party may subsequently designate in writing:

         (a)      If to USX, then to:

                  USX Corporation
                  600 Grant Street
                  Pittsburgh, PA  15219-4776
                  Attention:   E. F. Guna
                               Vice President & Treasurer

                  With copy to:

                  Richard J. Munsch, Esquire
                  Assistant General Counsel
                  USX Corporation
                  600 Grant Street
                  Pittsburgh, PA  15219-4776

         (b)      If to Holdings, then to:

                  Transtar Holdings, L.P.
                  345 Park Avenue
                  New York, NY 10154-0191
                  Attention:   James Mossman
                               President

                  With a copy to:

                  William F. Wynne, Jr., Esquire
                  White & Case LLP
                  1155 Avenue of the Americas
                  New York, NY 10036-2787

         (c)      If to Transtar then to:

                  Transtar, Inc.
                  135 Jamison Lane
                  Monroeville, PA
                  Attention: Thomas W. Sterling
                             President

                  With copies to:

                  Transtar Holdings Company LP
                  345 Park Avenue
                  New York, NY 10154-0191
                  Attention:   James Mossman
                               President

                  USX Corporation
                  600 Grant Street
                  Pittsburgh, PA  15219-4776
                  Attention:   E. F. Guna
                               Vice President & Treasurer

13.3     Applicable Laws; Counterparts, Consent to Jurisdiction.

         (a) This Agreement  shall be construed and enforced in accordance  with
the laws of the State of Delaware. This Agreement may be executed simultaneously
in two or more  counterparts,  each of which shall be deemed an original but all
of which together shall constitute but one and the same instrument.

         (b) Each party hereby consents to the jurisdiction of the United States
District Court for Delaware,  the Chancery Court of the State of Delaware or the
Court of Common Pleas of New Castle  County  Delaware for the  resolution of any
matter  under this  Agreement.  Each party also  waives any right it may have to
challenge the venue or to argue the non-convenience of any such court.

13.4.    Entire Agreement.

         This  Agreement,   including  the  Exhibits  hereto  and  any  document
incorporated  by  reference  therein  and  herein  or  executed   simultaneously
herewith, contains the full agreement between the parties hereto, supersedes any
and all  agreements  and  amendments  thereto,  which may have  been  heretofore
negotiated  or entered into between  them.  There are no further  understandings
written or oral between the parties.

13.5.    Advisors.

         USX acknowledges that it has consulted with Goldman Sachs in connection
with this matter and that any fees or  compensation  due Goldman  Sachs shall be
paid solely by USX.  Except for the  foregoing,  neither  party has retained any
advisor or broker and each party  shall  indemnify  the other  against any claim
arising for an action taken by such party  concerning  any  commission  or other
fees.

13.6.    Publicity.

         Each Party  agrees to issue a joint  press  release  promptly  upon the
execution and delivery of this Agreement and USX and Holdings may file a Current
Report on Form 8-K with the Securities and Exchange  Commission  within ten (10)
days of the date hereof.  Except for such disclosure or as otherwise required by
law or pursuant to request of any  governmental  agency,  each party agrees that
neither it nor its attorneys,  advisors,  accountants  and agents shall make any
press  release or other  disclosure  concerning  the  transactions  contemplated
herein  without  the  consent of the other  party,  which  consent  shall not be
unreasonably  withheld  or delayed.  Each party  agrees that prior to making any
press release or other  disclosure  concerning  the  transactions,  it will make
available a copy of the proposed press release or other disclosure for the other
party's  comments.  Notwithstanding  anything to the contrary  contained herein,
Holdings may make any disclosure concerning the transactions contemplated herein
to any  limited  partner of  Holdings or to any  financing  source for  purposes
related to the transactions contemplated herein.

13.7.    Descriptive Heading.

         The descriptive headings of this Agreement are inserted for convenience
only  and are  not  intended  to  indicate  all of the  matter  following  them.
Accordingly, they shall not control or affect the meaning or construction of any
of the provisions hereof.

13.8.    Severability.

         If any provisions of this  Agreement  shall be determined to be invalid
or unenforceable,  the remainder of this Agreement shall not be affected thereby
and shall remain enforceable to the maximum extent permitted by law.

13.9.    Survival.

         All  representations,  warranties  and  covenants of the parties  shall
terminate on the Closing Date except for those  covenants  specified in Articles
III, IV, and Sections 2.4, 2.5, 2.6, 5.2,  10.3,  10.6,  10.7 and 10.8. All such
covenants (other than the covenants specified in Article IV, which shall survive
for the periods  specified  therein) shall survive until the earliest of (a) the
termination date specified within the section related to such covenant,  (b) the
expiration of the statute of limitations applicable thereto or (c) the date that
is ten years from the Closing Date.

13.10    Parties.

         This Agreement is intended solely for the benefit of the parties and no
rights are created or intended to be created in favor of any third parties. This
Agreement  cannot be assigned by either party hereto without the written consent
of the other party.

13.11    Amendment.

         This  Agreement  may not be amended or  modified  other than by written
agreement  executed  by  the  parties  hereto  expressly  stating  that  it is a
modification of this Agreement.

13.12    Successors and Assigns.

         This agreement  shall be binding upon and shall inure to the benefit of
the  parties  hereto  and  their  respective  heirs,  executors  administrators,
successors and assigns.
<PAGE>
         IN WITNESS WHEREOF, the undersigned parties hereto have duly executed
this Agreement as of the date first set above.

                                         TRANSTAR, INC.

                                         By:/s/ Thomas W. Sterling
                                            ------------------------------------
                                            Name:   Thomas W. Sterling
                                            Title:  President


                                         USX CORPORATION

                                         By:/s/ E. F. Guna
                                            ------------------------------------
                                            Name:   E. F. Guna
                                            Title:  Vice President & Treasurer


                                         TRANSTAR HOLDINGS, L.P.

                                         By:  BLACKSTONE TRANSPORTATION COMPANY,
                                              INC., its General Partner

                                         By:/s/ James Mossman
                                            ------------------------------------
                                            Name:   James Mossman
                                            Title:  President
<PAGE>

SCHEDULE 2.4(C)             CALCULATION OF ANNUAL FEE PAYABLE FROM FLEET TO USX
<TABLE>
<CAPTION>


                                                                                      75 bp mtc fee
                                        (Lease                                        on avg oustdng
   Charter           (Principal)        Payment)      (Interest)         (Total)
 Hire Payment        Applicable        Applicable     Applicable        Applicable
    Date              Amount A          Amount B       Amount C          Amount D
 ------------      -------------       ----------     ----------        -----------
  <S>              <C>              <C>               <C>               <C>                <C>
  3/19/00          1,302,893.75             1.54      1,621,005.90      2,923,901.19
  9/19/00          1,381,067.37             1.02      1,524,917.49      2,905,985.88

  3/19/01          1,463,931.42             1.23      1,423,063.77      2,886,996.42       403,196
  9/19/01          1,551,767.30             1.16      1,315,098.83      2,866,867.29

  3/19/02          1,644,873.34             1.12      1,200,655.99      2,845,530.45       378,502
  3/19/02          1,743,565.74             1.13      1,079,346.58      2,822,913.45

  3/19/03          1,848,179.69             1.14        950,758.60      2,798,939.43       350,756
  9/19/03          1,959,070.47             1.30        814,455.35      2,773,527.12

  3/19/04          2,076,614.70             0.97        669,973.91      2,746,589.58       319,580
  3/19/04          2,201,211.58             1.57        516,823.57      2,718,036.72

  3/19/05          2,333,284.27             1.14        354,484.22      2,687,769.63       284,551
  9/19/05          2,473,281.39             0.99        182,404.50      2,655,686.88

  3/19/06                  0.00     2,621,678.22                        2,621,678.22       245,782
  9/19/06                  0.00     2,621,678.22                        2,621,678.22

  3/19/07                  0.00     2,621,678.22                        2,621,678.22       206,457
  9/19/07                  0.00     2,621,678.22                        2,621,678.22

  3/19/08                  0.00     2,621,678.22                        2,621,678.22        88,482
  9/19/08                  0.00     2,621,678.22                        2,621,678.22

  3/19/09                  0.00     2,621,678.22                        2,621,678.22        68,819
  9/19/09                  0.00     2,621,678.22                        2,621,678.22

  3/19/10                  0.00     2,621,678.22                        2,621,678.22        49,156
  9/19/10                  0.00     2,621,678.22                        2,621,678.22

  3/19/11                  0.00     2,621,678.22                        2,621,678.22        29,494
  9/19/11                  0.00     2,621,678.22                        2,621,678.22

  3/19/12                  0.00     2,621,678.22                        2,621,678.22         9,831
  9/19/12                  0.00     2,621,678.22                        2,621,678.22
                           ----     ------------                        ------------

    Total         21,979,741.02    36,703,495.08     11,652,988.71     70,336,239.12

</TABLE>

<PAGE>


SCHEDULE 2.4(C)             CALCULATION OF ANNUAL FEE PAYABLE FROM FLEET TO USX

<TABLE>
<CAPTION>

                                                                                     Outstanding
                                                                                       Lease
                              Verification                                           Obligation

   Charter                     Beginning           Ending
 Hire Payment                   Principal          Principal          Interest
    Date                         Amount             Amount            Payment
 ------------                -------------      -------------      ------------

  <S>                        <C>                <C>                <C>                  <C>
  3/19/00                    21,979,741.02      20,676,847.27      1,621,005.90
  9/19/00                    20,676,847.27      19,295,779.90      1,524,917.49

  3/19/01                    19,295,779.90      17,831,848.48      1,423,063.77
  9/19/01                    17,831,848.48      16,280,081.18      1,315,098.83

  3/19/02                    16,280,081.18      14,635,207.84      1,200,655.99
  3/19/02                    14,635,207.84      12,891,642.10      1,079,346.58

  3/19/03                    12,891,642.10      11,043,462.41        950,758.60
  9/19/03                    11,043,462.41       9,084,391.94        814,455.35

  3/19/04                     9,084,391.94       7,007,777.24        669,973.91
  3/19/04                     7,007,777.24       4,806,565.66        516,823.57

  3/19/05                     4,806,565.66       2,473,281.39        354,484.22
  9/19/05                     2,473,281.39              -0.00        182,404.50         36,703,495

  3/19/06                            -0.00              -0.00             -0.00         34,081,817
  9/19/06                            -0.00              -0.00             -0.00         31,460,139

  3/19/07                            -0.00              -0.00             -0.00         28,838,460
  9/19/07                            -0.00              -0.00             -0.00         26,216,782

  3/19/08                            -0.00              -0.00             -0.00         23,595,104
  9/19/08                            -0.00              -0.00             -0.00         20,973,426

  3/19/09                            -0.00              -0.00             -0.00         18,351,748
  9/19/09                            -0.00              -0.00             -0.00         15,730,069

  3/19/10                            -0.00              -0.00             -0.00         13,108,391
  9/19/10                            -0.00              -0.00             -0.00         10,486,713

  3/19/11                            -0.00              -0.00             -0.00          7,865,035
  9/19/11                            -0.00              -0.00             -0.00          5,243,356

  3/19/12                            -0.00              -0.00             -0.00          2,621,678
  9/19/12                            -0.00              -0.00             -0.00                  0
                                     -----              -----             -----

    Total                                                         11,652,988.70


</TABLE>

<PAGE>


          Schedule 3.2(x) Listing of Non-Shared Union B&LE Transferees
          ------------------------------------------------------------

Union employees identified at time of sale as non-shared employees:

                                                               Active
                                                              Employee
CC                      DEPT                                   Count
--                      ----                                   -----
Assumed to be assigned to a USX Transtar Company (a.)
815                     Asset                                    2
873                     ACCTG                                   34
874                     ACCTG                                   22
875                     FSERV                                    1
878                     TAX                                      1
Subtotal of Above                                               60

(a.) Union  employees  are  assumed to  be assigned  from cost centers as shown,
     however the ultimate  assignment  will not be known until TCIU  Approval is
     reached  with  the  Union.  All  Union  counts  identified  above  are B&LE
     administrative employees.

<PAGE>


            Schedule 3.2(y) Listing of Shared Union B&LE Transferees
            --------------------------------------------------------

Union employees identified at time of sale as shared employees:

                                                               Active
                                                              Employee
CC                      DEPT                                   Count
--                      ----                                   -----
Assumed to be assigned to a USX Transtar Company (a.)
819                     Asset                                    3
828                     ACCTG                                    7
872                     ACCTG                                   13
886                     FSERV                                    2
Subtotal of Above                                               25

(a.) Union  employees  are  assumed  to be assigned  from cost centers as shown;
     however the ultimate  assignment  will not be known until TCIU  Approval is
     reached  with  the  Union.  All  Union  counts  identified  above  are B&LE
     administrative employees.


<PAGE>

                                                                 Schedule 3.6(a)
                                                                 ---------------

           Non-Union Employees Identified to Holdings and USX Transtar
           -----------------------------------------------------------

All non-union active employees of the following companies as of the Closing Date
will become  employees of Holdings with the exception of individuals  identified
below by count by cost  center.  Also listed  below by count and cost center are
non-union  employees  identified  to Transtar's  headquarters  location who will
transfer to  Holdings  as of the  Closing  Date.  Employees  not  identified  as
Holdings' on this listing  either by way of their direct employment in a company
being  transferred  to  Holdings  or by way of  their  inclusion  as part of the
headcount  identified  below as subject to transfer to Holdings are deemed to be
USX Transtar employees.

BI/B2
Location          Name of Company Transferred to Holdings
--------          ---------------------------------------
QD 216            Duluth, Missabe & Iron Range Railway Company
QG 213            LISS Great Lakes Fleet
QG 280            LISS Great Lakes Fleet - Sault Ste. Marie Warehouse
None              GLF Great Lakes Corporation
QL 211            Bessemer and Lake Erie Railroad Company ("B&LE Company")
QP 222            Pittsburgh & Conneaut Dock Company

The  following  individuals  will  transfer  from  Holdings'  B&LE  Company to a
USX-Transtar Company as of the Closing Date:

                                                    Active
                                                   Employee
CC                   DEPT                           Count
--                   ----                           -----
400                  MECH                             1
607                  TRANS                            2
815                  ASSET                            4
827                  MIS                              17
828                  MIS                              7
829                  MIS                              6
830                  MIS                              8
836                  LABOR                            4
844                  CLAIM                            3
858                  MKTG                             4
872                  ACCTG                            5
873                  ACCTG                            5
874                  ACCTG                            7
875                  FSERV                            10
878                  TAX                              3
884                  GENLS                            3
886                  ENGRG                            11
886                  OSYST                            2
890                  POLIC                            2
---                                                 ---
Subtotal Above                                      103

Additionally, the following employees from Transtar's headquarters location will
transfer to a Holdings Company as of the Closing Date:


                                                    Active
                                                   Employee
CC                   DEPT                           Count
--                   ----                            -----
400                  CAR                              1
807                  VPO                              3
819                  PERS                             2
871                  VPF                              2
871                  TREAS                            3
871                  CONSL                            1
---                                                  --
Subtotal Above                                       12

<PAGE>


                                                                 Schedule 3.6(b)
                                                                 ---------------

            Union Employees Identified to Holdings and USX Transtar
            -------------------------------------------------------

All union  active  employees of the  following  companies as of the Closing Date
will become  employees of Holdings with the exception of individuals  identified
from the B&LE to be assigned to USX Transtar and listed below by headcount only.
Employees not  identified as Holdings'  employees  either by way of their direct
employment  in a  company  being  transferred  to  Holdings  or by way of  their
assignment as a B&LE  administrative  employee to be transferred to USX Transtar
shown by headcount below are deemed to be USX Transtar employees.

B1/B2 Location    Name of Company Transferred to Holdings
--------------    ---------------------------------------

QD 216            Duluth, Missabe & Iron Range Railway Company
QG 213            LISS Great Lakes Fleet
QG 280            LISS Great Lakes Fleet - Sault Ste. Marie Warehouse
None              GLF Great Lakes Corporation
QL 211            Bessemer and Lake Erie Railroad Company ("B&LE Company)
QP 222            Pittsburgh & Conneaut Dock Company


The following  employee  counts will transfer from  Holdings'  B&LE Company to a
USX-Transtar  Company as of the Closing Date or later  depending  upon when TCIU
Approval takes place.

                                                                 Active
                                                                Employee
CC                             DEPT                               Count
--                             ----                               -----
815                            ASSET                                2
819                            BENEF                                3
828                            MIS                                  7
872                            ACCTG                               13
873                            ACCTG                               34
874                            ACCTG                               22
875                            FSERV                                1
878                            TAX                                  1
886                            ENGRG                                2
---                                                                --
Total Union Employee Count                                         85

<PAGE>

SCHEDULE 8.1.1

<TABLE>
<CAPTION>


COMPANY                                              STOCKHOLDER                              NO. OF SHARES
-----------------------------------------------------------------------------------------------------------
<S>                                                  <C>                                            <C>

Bessemer and Lake Erie Railroad Company              Transtar, Inc.                                 100

Birmingham Southern Railroad Company                 Transtar, Inc.                                 100

Cuyahoga Dock, Inc.                                  The Pittsburgh & Conneaut Dock  Company        100

Duluth, Missabe and Iron Range Railway Company       Transtar, Inc.                                 100

Elgin, Joliet and Eastern Railway Company            Transtar, Inc.                                 100

Fairfield Southern Company, Inc.                     Birmingham Southern Railroad Company           100

GLF Credit Corp.                                     USS Great Lakes Fleet, Inc.                    250

GLF Great Lakes Corp.                                USS Great Lakes Fleet, Inc.                    250

The Lake Terminal Railroad Company                   Transtar, Inc.                                 100

McKeesport Connecting Railroad Company               Transtar, Inc.                                 100

Mobile River Terminal Company, Inc.                  Warrior & Gulf Navigation Company              100

Mon Valley Railway Company                           The Pittsburgh & Conneaut Dock Company         100

The Pittsburgh & Conneaut Dock Company               Transtar, Inc.                                 100

Tracks Traffic and Management Services, Inc.         Transtar, Inc.                                 100

Union Railroad Company                               Transtar, Inc.                                 100

USS Great Lakes Fleet, Inc.                          Transtar, Inc.                                 100

Warrior & Gulf Navigation Company                    Transtar, Inc.                                 100




shares
7/27/00

</TABLE>

<PAGE>

                                                                  Schedule 8.1.9


                                 TRANSTAR, INC.
                 BENEFIT PLANS NOT FILED BY TRANSTAR AS EXHIBITS
                      TO THE TRANSTAR DISCLOSURE DOCUMENTS


Sponsored by Transtar, Inc.

1.  Transtar, Inc Non-Contributory Pension Plan, effective 1/1/89
2.  Transtar, Inc. Savings Plan for Represented Employees, effective 7/1/91
3.  Transtar, Inc. Plan for Employee Insurance Benefits, effective 1/1/89
4.  Transtar, Inc Supplemental Unemployment Benefits Plan, effective1/1/89
5.  Transtar, Inc. Welfare Benefit Plan, effective 1/1/89
6.  Transtar, Inc. VEBA Trust #1, effective 8/29/94
7.  Transtar, Inc.Severance Pay Plan for Represented Employees, Effective 1/1/89
8.  Supplemental Sickness Benefit Plan, effective 7/1/92
9.  Off Track Vehicle Accident Welfare Benefit Plan

Multi-Employer Plans in which Transtar participates
----------------------------------------------------

10.  The Railroad Employees National Early Retirement Major Medical Benefit Plan
11.  The Railroad Employees National Vision Plan
12.  The Railroad Employees National Health and Welfare Plan
13.  The Railroad Employees National Dental Plan
14.  The National Health & Welfare Plan, GA-23000
15.  American Marine Officers 401(k) Plan
16.  American Marine Officers Medical Plan
17.  American Marine Officers Pension Plan and Subsidiary
18.  American Marine Officers Vacation Plan
19.  American Marine Officers Joint Employment Committee
20.  American Marine Officers Safety & Education Plan
21.  Great Lakes Training & Assignment Fund
22.  Seafarers' Welfare, Pension & Vacation Plans

<PAGE>


                                                              SCHEDULE 8.1.13(X)





                     EXCLUDED ASSETS OF HOLDINGS COMPANIES




         NONE



<PAGE>


                                                              SCHEDULE 8.1.13(Y)





                        EXCLUDED ASSETS OF USX COMPANIES




         NONE



<PAGE>

                                                                   SCHEDULE 10.4


                               REQUIRED CONSENTS



TRANSTAR, INC.

Credit  Agreement  dated as of June 29, 1999 among  Transtar,  Inc., The Lenders
Named Therein and The Chase Manhattan Bank, as Administrative Agent.


BESSEMER AND LAKE ERIE RAILROAD COMPANY

EXPIRATION LESSOR                         UNITS LEASED                   DATE

Heller Financial                          4 Locomotives                10/31/01

BancOne Leasing                           4 Locomotives                12/31/07

BancOne Leasing                           2 Locomotives                6/30/08
                                                                              -

DULUTH MISSABE AND IRON RANGE RAILWAY COMPANY

EXPIRATION LESSOR                         UNITS LEASED                   DATE

Heller Financial                          5 Locomotives                12/31/05

Heller Financial                          5 Locomotives                08/01/06

Heller Financial                          5 Locomotives                12/31/05

PNC Leasing                               5 Locomotives                01/15/04

LaSalle National Leasing                  60 Side Dump Cars            10/31/08

LaSalle National Leasing                  63 Side Dump Cars            07/31/09


<PAGE>

                                                                      EXHIBIT A

                                   SUBCHARTER

         THIS  SUBCHARTER,  effective  as of the close of  business  on June 30,
1981,  between USX  CORPORATION,  a Delaware  corporation  ("USX") and USS GREAT
LAKES FLEET, INC., a Delaware corporation ("Fleet").

                               W I T N E S S E T H

         WHEREAS,  USX is the original  charterer of the M/V EDGAR B. SPEER (the
"Vessel")  pursuant to a Charter,  dated as of September  1, 1980 between  State
Street  Bank  and  Trust  Company  of  Connecticut,  National  Association,  the
successor to The  Connecticut  Bank and Trust Company,  as Owner Trustee and USX
(the "Charter"), as amended by a Charter Amendment dated as of May 26, 1983 (the
"Charter  Amendment")  with The  Connecticut  Bank and Trust  Company,  National
Association; and

         WHEREAS,  the  parties  intend  that Fleet  subcharter  and operate the
Vessel.

         NOW,  THEREFORE,  the parties hereto, in consideration of the premises,
the  covenants  herein set forth,  and intending to be legally  bound,  agree as
follows:

         1. USX  hereby  subcharters  the  Vessel to Fleet on the same terms and
conditions set forth in the Charter, as amended.  In particular,  but not by way
of limitation, the Subcharter shall be for the same term as that of the Charter.
Fleet shall have, with respect to USX, all the rights, duties and obligations of
the Charterer under the Charter, as amended, and USX shall have, with respect to
Fleet,  all the  rights,  duties  and  obligations  of Owner  Trustee  under the
Charter, as amended.  USX and Fleet hereby further agree and stipulate that, for
maritime law purposes, USX shall be considered the owner pro hac vice during the
term of the Charter, as amended.  Furthermore,  the Charterer,  as owner pro hac
vice of the Vessel,  has delegated certain rights and powers to the Subcharterer
and, in operating the Vessel pursuant to this  Subcharter,  the  Subcharterer is
authorized and empowered to act as the owner pro hac vice.

         2. This  Subcharter is not intended to be an  assignment  and shall not
release  USX from  any  responsibility  under  the  Charter,  as  amended.  This
Subcharter is and shall in all respects be subject and  subordinate  in priority
to the Charter and to all renewals, modifications,  consolidations, replacements
and extensions of the Charter.

         3. USX and Fleet hereby  declare  that the  Charter,  as amended by the
Charter Amendment and the Subcharter, is ratified, confirmed and carried forward
in all respects and it shall be and remain in full force and effect.

         4. This Subcharter may be executed in any number of counterparts,  each
of  which  when  so  executed  shall  be  deemed  to be  an  original  and  such
counterparts, together, shall constitute and be one and the same instrument.

         IN WITNESS WHEREOF, the undersigned parties have executed and delivered
this Subcharter as of September 1, 2000.

                                          USX CORPORATION



                                          By: /s/ E. F. Guna
                                             -----------------------------------
                                             Title:   Vice President & Treasurer


                                          USS GREAT LAKES FLEET, INC.



                                          By: /s/ J. Schulte
                                             -----------------------------------
                                             Title:   V P FINANCE & CFO



<PAGE>

                                                                 Exhibit B

                               ACCESSION AGREEMENT

     ACCESSION AGREEMENT (this "Agreement"), dated as of the ___ day of October,
2000,  by and among PNC Bank,  N.A., a national bank acting solely as trustee of
the Transtar  Management  Stock Trust Agreement and, except as specifically  set
forth herein, not in its individual capacity (the "Trustee"),  Transtar, Inc., a
Delaware corporation,  USX Corporation, a Delaware corporation ("USX"), Transtar
Holdings, L.P., a Delaware limited partnership  ("Holdings").  This Agreement is
entered  into  pursuant to Section  11.3.5 of the  Reorganization  and  Exchange
Agreement (the "Reorganization  Agreement") dated as of October ___, 2000 by and
among Transtar,  Inc., USX and Holdings.  Capitalized  terms used herein and not
otherwise  defined  herein  shall  have the  meanings  ascribed  thereto  in the
Reorganization Agreement.

                              W I T N E S S E T H:
                              - - - - - - - - - -

     WHEREAS,  it is a condition  precedent  to the closing of the  transactions
contemplated  in the  Reorganization  Agreement  that the Trustee  execute  this
Agreement; and

     WHEREAS,  the  Trustee  believes  that it is in the  best  interest  of the
beneficiaries of the Trust for the Trustee to become party to the Reorganization
Agreement and effect the transactions contemplated thereby;

     NOW, THEREFORE, it is agreed:

     SECTION 1. Accession. The Trustee hereby agrees to become a party to, to be
bound by, and to perform all actions  required of the Trustee  pursuant  to, the
Reorganization  Agreement,  as if the  Trustee  had been an  original  signatory
thereto.  This  Agreement  shall  take  effect  and  shall  become a part of the
Reorganization Agreement immediately upon execution.

     SECTION 2.  Representations  and  Warranties  of the  Trustee.  The Trustee
represents and warrants to USX and Holdings that:

     (a) Existence and Organization.  Trustee is a national bank, duly chartered
and existing under the laws of the United States.

     (b) Trust Powers and Status as Trustee. Trustee has the power and authority
necessary  to act as a trustee  of the  Trust.  Trustee  was duly  appointed  as
trustee of the Trust on December 28, 1988.

     (c) Authorization.

     (i) The  execution  and delivery of this  Agreement by the Trustee has been
approved  by the  appropriate  governing  bodies  of the  Trustee  and no  other
corporate approval or action is required.

     (ii)  Solely as trustee  and not in its  individual  capacity,  the Trustee
represents   that  the  execution  and  delivery  of  this   Agreement  and  the
consummation of the  transactions  contemplated  herein have been authorized and
approved  as  required  under the Trust,  and no  beneficiary  or other  similar
approval  or action  is  required  on the part of the  Trustee.  This  Agreement
constitutes a legal,  valid and binding  obligation  of the Trustee  enforceable
against  it in  accordance  with  its  terms,  except  to the  extent  that  its
enforceability   may  be   subject   to   applicable   bankruptcy,   insolvency,
reorganization,  moratorium  and  similar  laws  affecting  the  enforcement  of
creditors' rights generally and by general equitable principles.

     (d) Conflicts and Consents.  Solely as trustee,  and not in its  individual
capacity,  the Trustee represents that the execution and delivery by the Trustee
of this Agreement and the consummation of the transactions  contemplated  herein
does not conflict  with,  violate,  constitute an event of default,  require the
consent of any government  entity or other third party or result in the creation
of a lien or encumbrance under (a) the Trust Agreement and the Management Plans;
(b) any law,  regulation,  ordinance,  judicial decree or  administrative  order
binding upon the Trust or its properties except for approvals  required from the
STB and under HSR .

     (e) No Prior  Discussions.  As of the date this Agreement is executed,  the
Trustee is not party to any agreement, understanding, arrangement or substantial
negotiations concerning the sale, transfer or other disposition, either directly
or indirectly, of the stock of Transtar or any Transtar Company or substantially
all of the  assets of  Transtar  or a  Transtar  Company  and there have been no
substantial  negotiations  concerning such a sale, transfer or other disposition
by any partner,  officer, employee or advisor or agent (if such advisor or agent
is acting pursuant to the direction of such partner, officer or employee) of the
Trustee.

     (f) Ownership of Management  Stock.  The Trustee owns  beneficially  and of
record  all of the  Management  Stock  free  and  clear  of any  lien  claim  or
encumbrance arising by, through or under any actions taken by the Trustee.

     SECTION 3. Agreement to Deliver Shares.

     The  Trustee  hereby  agrees  to  deliver  certificates   representing  the
Management Stock to Transtar on the Closing Date.

     SECTION 4. Non-Interference. The Trustee hereby agrees that unless required
to do so by law or compelled to act by subpoena or other  judicial or regulatory
process, for a period of five (5) years after the Closing Date, it will not, and
shall not permit any of its directors and agents (but only in such  individual's
capacity  as  a  director  or  agent),   officers,   representatives,   counsel,
subsidiaries  or affiliates to (i) comment in an adverse manner or in any manner
express  an  adverse  opinion  on  behalf  of  any  person  including,   without
limitation,  by  submitting  any  adverse  written,  oral or other  comments  or
testimony before any federal,  state or local  legislative  body, court or other
tribunal,  governmental  agency,  commission  or other  instrumentality  (each a
"Governmental  Entity")  in respect of any  proposed  sale or other  transaction
involving the disposition by the other party of any of Holdings Companies or the
USX  Companies (a "Unit  Sale");  (ii) in any way on behalf of such party or any
other person to assist,  encourage or provide  information  to any other person,
entity or group  seeking to comment  in an adverse  manner  and/or in any manner
express  an opinion  which in any way  opposes  any  proposed  Unit Sale;  (iii)
respond on behalf of such party or any other person in an adverse  manner to any
investigation,  inquiry,  or request for comment or  information  by or from any
Governmental  Entity or any other  person  group or  entity  in  respect  of any
proposed  Unit Sale; or (iv) take any action on behalf of such party to oppose a
proposed Unit Sale.  Nothing in this Section 4 shall be construed or interpreted
to  prevent  or  preclude  either  party  from  providing   exclusively  factual
information and/or data in response to any request from a Governmental Entity.

     SECTION 5. Miscellaneous.

     (a) Applicable  Laws;  Consent to  Jurisdiction.  This  Agreement  shall be
construed and enforced in accordance with the laws of the State of Delaware. The
Trust hereby  consents to the  jurisdiction  of the United States District Court
for Delaware, the Chancery Court of the State of Delaware or the Court of Common
Pleas of New Castle County  Delaware for the resolution of any matter under this
Agreement. The Trust also waives any right it may have to challenge the venue or
to argue the non-convenience of any such court.

     (b) Entire  Agreement.  This  Agreement  and the  Reorganization  Agreement
(including  the  Exhibits  hereto and any  document  incorporated  by  reference
therein  and  herein),  contains  the full  agreement  between the Trust and the
parties to the Reorganization  Agreement,  supersedes any and all agreements and
amendments  thereto,  which may have been heretofore  negotiated or entered into
between them.  There are no further  understandings  written or oral between the
parties.

     (c) Publicity.  Except for such disclosure or as otherwise  required by law
or pursuant to request of any governmental agency, the Trust agrees that neither
it nor its  attorneys,  advisors,  accountants  and agents  shall make any press
release or other disclosure  concerning the transactions  contemplated herein or
in the Reorganization  Agreement without the consent of the other parties to the
Reorganization  Agreement,  which consent shall not be unreasonably  withheld or
delayed.  The Trust  agrees  that  prior to making  any press  release  or other
disclosure  concerning  the  transactions,  it will make available a copy of the
proposed press release or other disclosure for the other parties' comments.

     (d) Descriptive  Headings.  The descriptive  headings of this Agreement are
inserted for convenience only and are not intended to indicate all of the matter
following  them.  Accordingly,  they shall not  control or affect the meaning or
construction of any of the provisions hereof.

     (e)  Severability.  If any provisions of this Agreement shall be determined
to be invalid or  unenforceable,  the remainder of this  Agreement  shall not be
affected thereby and shall remain enforceable to the maximum extent permitted by
law.

     (f) Survival. All representations,  warranties and covenants of the Trustee
shall  terminate  on the Closing  Date except for those  covenants  specified in
Section 4. Such covenant shall survive until the  termination  date specified in
such section.

     (g) Parties.  This Agreement and the Reorganization  Agreement are intended
solely for the benefit of the  parties to the  Reorganization  Agreement  and no
rights are created or intended to be created in favor of any third parties. This
Agreement  and the  Reorganization  Agreement  cannot be assigned by the Trustee
without the written  consent of each of the other parties to the  Reorganization
Agreement.

     (h) Amendment.  This Agreement may not be amended or modified other than by
written  agreement  executed  by  each  of the  parties  to  the  Reorganization
Agreement expressly stating that it is a modification of this Agreement.

     (i) Counterparts.  This Agreement may be executed  simultaneously in two or
more  counterparts,  each of which shall be deemed an original  but all of which
together shall constitute but one and the same instrument.


     IN WITNESS WHEREOF,  the undersigned parties hereto have duly executed this
Accession Agreement as of the date first set above.



                                      PNC Bank, N.A., as trustee of the
                                       Transtar Management Stock Trust Agreement



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



                                      TRANSTAR, INC.



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



                                      USX CORPORATION



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



                                      TRANSTAR HOLDINGS, L.P.

                                      By: BLACKSTONE TRANSPORTATION
                                          COMPANY, INC., its General Partner



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



<PAGE>

                                                                      EXHIBIT C

                              TAX MATTERS AGREEMENT

         This Tax Matters Agreement ("Agreement") is entered into this __ day of
October, 2000, by and among (i) USX Corporation, a Delaware corporation ("USX");
(ii) Transtar Holdings, L.P., a Delaware limited partnership ("Holdings"); (iii)
Bessemer and Lake Erie Railroad Company ("B&LE");  Cuyahoga Dock, Inc.;  Duluth,
Missabe and Iron Range Railway Company ("DM&IR");  GLF Credit  Corporation;  GLF
Great Lakes Corporation;  Mon Valley Railway Company;  The Pittsburgh & Conneaut
Dock Company ("Dock");  and USS Great Lakes Fleet, Inc. ("Fleet")  (individually
referred  to  as  a  "Holdings   Company"  and  collectively  as  the  "Holdings
Companies"); and (iv) Transtar, Inc. ("Transtar");  Birmingham Southern Railroad
Company; Elgin, Joliet and Eastern Railway Company ("EJ&E");  Fairfield Southern
Company,  Inc.;  The  Lake  Terminal  Railroad  Company;  McKeesport  Connecting
Railroad Company; Mobile River Terminal Company; Union Railroad Company; Warrior
and Gulf Navigation Company;  and Tracks Traffic and Management  Services,  Inc.
(individually  referred  to as a "USX"  Company  and  collectively  as the  "USX
Companies") (collectively, the "Parties");

         WHEREAS: Transtar,  Holdings and USX have entered in the Reorganization
and  Exchange  Agreement,  dated as of  October  __,  2000 (the  "Reorganization
Agreement");

         WHEREAS:  The Parties are entering  into this  agreement to provide for
the allocation of Taxes involving  taxable periods (or portions  thereof) ending
on or before the Closing  Date and with respect to  Operations  on or before the
Closing  Date,  and to provide for various  administrative  matters  relating to
Taxes, including:

         1. the preparation and filing of Tax Returns along with the payment of
Taxes shown as due and payable thereon;

         2. the retention and maintenance of relevant records necessary to
prepare and file appropriate Tax Returns, as well as providing for appropriate
access to those records by the Parties;

         3. the  conduct  of audits,  examinations,  and  proceedings  by Taxing
Authorities which could result in a redetermination of Taxes; and

         4. the cooperation of the Parties with one another in order to fulfill
their duties and responsibilities under this Agreement and under the Code and
other applicable law; and

         WHEREAS: it is the intent of the Parties to share in certain Taxes that
may result from the transactions  described in the  Reorganization  Agreement in
the manner set forth in Section 4.1 of the Reorganization Agreement.

         NOW, THEREFORE, in consideration of the mutual promises, covenants, and
conditions  contained  in this  Agreement,  and  intending  to be legally  bound
hereby, the Parties hereto agree as follows:

                                    Article I
                                   Definitions

         Section 1.1 General.  As used in this  Agreement,  the following  terms
shall have the following  meanings  (such  meanings to be equally  applicable to
both the singular and plural of the terms  involved).  Any capitalized term used
but not defined  herein  shall have the meaning set forth in the  Reorganization
Agreement.

         "Agreement" shall mean this Tax Matters Agreement.

         "Code" shall mean the Internal  Revenue Code of 1986,  as amended,  and
the Treasury regulations promulgated thereunder.

         "Closing Date" shall mean the date that Transtar exchanges the stock of
B&LE,  DM&IR,  Fleet and Dock for all of Holdings' stock in Transtar pursuant to
Section 1.2 of the Reorganization Agreement.

         "Combined  Minnesota Corporate Income Tax" shall mean Taxes shown on or
due with respect to the combined Minnesota  Corporate Income Tax Return filed by
Transtar that primarily includes the Operations of DM&IR.

         "Holdings  Company"  shall have the meaning as defined in the  recitals
hereto.

         "IRS" shall mean the Internal Revenue Service.

         "Non-FIT   Pre-Closing   Taxes"  shall  mean  all  Taxes,   other  than
Pre-Closing Federal Income Taxes, incurred by or imposed on any Transtar Company
with respect to (i) taxable  periods ending on or before the Closing Date,  (ii)
the portion of a Straddle  Period ending on and including the Closing Date,  and
(iii) Operations on or before the Closing Date. "Non-FIT Pre-Closing Tax Return"
shall mean any Tax Return  involving  Non-FIT  Pre-Closing  Taxes.  "Operations"
shall mean any business activity of a Party.

         "Paying Party" shall have the meaning in Section 5.3.

         "Parties" shall have the meaning as defined in the recitals hereto.

         "Post-Closing Carryback" shall have the meaning in Section 2.4(b).

         "Pre-Closing  Federal Income Taxes" shall mean all Taxes incurred by or
imposed  on the  Transtar  Group or any  Transtar  Company  with  respect to the
consolidated  federal  income  tax  return of the  Transtar  Group for a taxable
period (or portion thereof) ending on or before the Closing Date.

         "Pre-Closing  Federal  Income Tax Return"  shall mean the  consolidated
federal income tax return of the Transtar Group for a taxable period (or portion
thereof) ending on or before the Closing Date.

         "Pre-Closing   Taxes"   shall  mean  Non-FIT   Pre-Closing   Taxes  and
Pre-Closing Federal Income Taxes.

         "Preparing Party" shall have the meaning in Section 3.4.

         "Recipient Party" shall have the meaning in Section 5.3.

         "Reviewing Party" shall have the meaning in Section 3.4.

         "Straddle  Period"  shall mean any  taxable  period  that  begins on or
before the Closing Date and ends after the Closing Date.

         "Tax"  or  "Taxes"   shall  mean  all  taxes,   assessments   or  other
governmental charges,  including,  without limitation, all federal, state, local
or foreign taxes, charges,  fees, duties, levies or other assessments including,
without limitation,  net or gross income, gross receipts, net or gross proceeds,
ad valorem,  real and personal property  (tangible and intangible),  sales, use,
franchise,  user,  transfer,  value-added,  fuel, excess profits,  occupational,
employees'  income   withholding,   unemployment,   Social  Security,   Railroad
Retirement,  Railroad  Unemployment  Insurance,  alternative or add-on  minimum,
estimated,  environmental and franchise taxes, including interest,  penalties or
additions  to tax  attributable  to or imposed on or with respect to such taxes,
which are imposed by any  governmental  body whether  disputed or not, and shall
include any liability for such amounts as a result of either being a member of a
combined,  consolidated,  unitary  or  affiliated  group  or  of  a  contractual
obligation  to indemnify  any person or other entity.  "Tax  Adjustment  Amount"
shall mean the amount of Taxes,  excluding  interest,  that would be owed as the
result  of (i)  filing  an  amended  Non-FIT  Pre-Closing  Tax  Return  or  (ii)
adjustments,  assessments  or  other  changes  proposed  to be made by a  Taxing
Authority with respect to a Non-FIT Pre-Closing Tax Return determined as if such
adjustments,  assessments or other changes are appropriate and correct.  "Taxing
Authority"  shall mean a  governmental  authority  or any  subdivision,  agency,
commission or authority thereof or any quasi-governmental or private body having
jurisdiction over the assessment, determination, collection or imposition of any
Tax.

         "Tax Benefit"  shall mean any reduction to Taxes that  otherwise  would
have been due and payable that is actually  realized by a Holdings  Company or a
USX Company and that arises from a correlative  adjustment made to a Pre-Closing
Federal Income Tax Return as the result of filing an amended Pre-Closing Federal
Income Tax  Return or as the  result of an  adjustment  or  assessment  or other
change by the IRS,  but such  reduction  shall not be in excess of the amount of
Pre-Closing  Federal  Income  Taxes paid after the Closing  Date with respect to
such adjustment.

         "Tax  Return"  shall mean any report or return  (including  information
returns,  amended returns and refund claims) required to be filed or that may be
filed for any period with any Taxing Authority  (whether domestic or foreign) in
connection with any Tax or Taxes (whether domestic or foreign).

         "Transtar  Company"  shall mean each and any of the Holdings  Companies
and the USX Companies.

         "Transtar  Group" shall mean  Transtar and its directly and  indirectly
owned corporate  subsidiaries that join in the filing of a consolidated  federal
income tax return for taxable periods ending on or before the Closing Date.

"Unitary  Illinois  Corporate  Income Tax" shall mean Taxes shown on or due with
respect to the unitary  Illinois  Corporate  Income Tax Return filed by Transtar
that primarily includes the Operations of EJ&E.

         "USX Company" shall have the meaning as defined in the recitals hereto.

         Section 1.2. References:  Interpretation.  References in this Agreement
to any  gender  shall be  deemed  to  include  references  to all  genders,  and
references to the singular include  references to the plural and vice versa. The
words "include,"  "includes," and "including," when used in this Agreement shall
be deemed to be followed by the phrase "without  limitation." Unless the context
otherwise  requires,  (i)  references in this Agreement to Articles and Sections
shall be deemed references to Articles and Sections of this Agreement,  and (ii)
the words "hereof,"  "hereby," and "herein" when used in this Agreement refer to
this  Agreement in its entirety and not to any  particular  Article,  Section or
other provision of this Agreement.

                                   Article II
                         Allocation of Pre-Closing Taxes

         Section 2.1 Federal Income Taxes. Any liability for Pre-Closing Federal
Income Taxes shall be allocated 56% to the Holdings Companies and 44% to the USX
Companies.

         To the  extent an IRS  adjustment,  or an  adjustment  reflected  in an
amended  Pre-Closing  Federal Income Tax Return described in Section 3.2(b)(ii),
increasing  Pre-Closing  Federal  Income  Taxes  results  in a Tax  Benefit to a
Holdings  Company for a taxable  period (or portion  thereof)  ending  after the
Closing Date, such Holdings Company shall pay an amount equal to 44% of such Tax
Benefit to USX on or before the due date  (including  extensions) for filing the
federal  income tax return for such  taxable  period in which the Tax Benefit is
actually realized.

         To the  extent an IRS  adjustment,  or an  adjustment  reflected  in an
amended  Pre-Closing  Federal Income Tax Return described in Section 3.2(b)(ii),
increasing  Pre-Closing  Federal  Income Taxes results in a Tax Benefit to a USX
Company for a taxable period (or portion thereof) ending after the Closing Date,
such USX  Company  shall  pay an  amount  equal to 56% of such  Tax  Benefit  to
Holdings on or before the due date (including extensions) for filing the federal
income tax return for such  taxable  period in which the Tax Benefit is actually
realized.

         Section  2.2  Other  Pre-Closing   Taxes.  Any  liability  for  Non-FIT
Pre-Closing  Taxes  as  reflected  on  (1)  a  Tax  Return  as  initially  filed
(regardless  of the due date or the date actually  filed) or an initial tax bill
or assessment  from a Taxing  Authority (in the case of property  taxes only) or
(2) an amended Tax Return  filed after the Closing Date but on or before the due
date (including extensions) of the initial return, shall be allocated 56% to the
Holdings Companies and 44% to the USX Companies.

         Any liability  for Non-FIT  Pre-Closing  Taxes other than  described in
Section 2.2(a) shall be allocated as follows.

         Except as provided in Section  2.2(b)(3),  if the Tax Adjustment Amount
is $150,000 or more,  such  liability  shall be  allocated  56% to the  Holdings
Companies and 44% to the USX Companies.

         Except as provided in Section  2.2(b)(3),  if the Tax Adjustment Amount
is less  than  $150,000,  such  liability  shall be  allocated  to or among  the
Transtar  Company or  Transtar  Companies  whose  assets or  Operations  are the
subject of such Tax.

         If  the  total  cumulative  liability  for  Non-FIT  Pre-Closing  Taxes
allocated to a Transtar Company under Section 2.2(b)(2)  exceeds $400,000,  then
Sections 2.2(b)(1) and 2.2(b)(2) shall be applied with respect to Tax Adjustment
Amounts arising after such threshold has been reached by substituting  "$75,000"
for each place "$150,000" appears.

         For purposes of this  Section  2.2,  EJ&E shall be treated as the Trans
tar Company whose assets or Operations  are the subject of the Unitary  Illinois
Corporate Income Tax.

         For  purposes  of this  Section  2.2,  DM&IR  shall be  treated  as the
Transtar  Company  whose  assets or  Operations  are the subject of the Combined
Minnesota Corporate Income Tax.

         Taxes for the portion of a Straddle  Period  ending on the Closing Date
shall be computed (i) in the case of income,  franchise,  gross receipts,  sales
and use, payroll,  transfer, value added, and withholding taxes, on the basis of
an interim  closing of the books,  and (ii) in the case of all other taxes, on a
per diem basis.

         Section 2.3 Split-Off  Taxes.  Notwithstanding  the other provisions of
this  Article  II,  any Taxes  described  in Section  4.1 of the  Reorganization
Agreement shall be allocated among the Parties as set forth in such Section 4.1.

         Section  2.4  Carrybacks.  Each  Holdings  Company may make an election
under Section  172(b)(3) of the Code to relinquish the entire  carryback  period
with respect to any net operating loss  attributable to such Holdings Company in
any taxable period ending after the Closing Date that could be carried back to a
Pre-Closing Federal Income Tax Return.

         Notwithstanding  Section  2.1,  any  refund or  credit  of  Pre-Closing
Federal  Income  Taxes that results  from the  carryback  to any taxable  period
ending on or before the Closing Date of any net operating loss, capital loss, or
tax credit arising in any taxable period ending after the Closing Date (referred
to as a  "Post-Closing  Carryback")  shall  be  allocated  entirely  to the  USX
Companies.

         The Holdings  Companies shall not be allocated any Pre-Closing  Federal
Income Taxes if such Taxes would not otherwise have been due and payable but for
a Post-Closing Carryback described in (b) above.

         Notwithstanding   Section   2.2,   any  refund  or  credit  of  Non-FIT
Pre-Closing  Taxes that results from the carryback to any taxable  period ending
on or before the Closing Date of any net  operating  loss,  capital loss, or tax
credit  arising in any taxable  period  ending  after the Closing  Date shall be
allocated  entirely to the  Transtar  Company  required to file the relevant Tax
Return pursuant to Section 3.3.

         Section 2.5 Refunds of Pre-Closing Taxes. Except as provided in Section
2.4, any refund or credit of Pre-Closing Federal Income Taxes shall be allocated
56% to the Holdings Companies and 44% to the USX Companies.

         Except as  provided  in  Section  2.4,  any refund or credit of Non-FIT
Pre-Closing Taxes shall be allocated as follows.

         To the extent  such  refund or credit is not in excess of the amount of
such Non-FIT  Pre-Closing Tax paid after the Closing Date, such refund or credit
shall be allocated to each  Holdings  Company and each USX Company in proportion
to such Non-FIT  Pre-Closing  Tax paid after the Closing  Date by such  Holdings
Company or USX Company.

         To the extent  such refund or credit is in excess of the amount of such
Non-FIT Pre-Closing Tax paid after the Closing Date, such refund or credit shall
be allocated 56% to the Holdings Companies and 44% to the USX Companies.

                                   Article III
             Preparation and Filing of Returns and Payment of Taxes

         Section 3.1 Returns Filed On or Before the Closing Date. Transtar shall
prepare  and  file or cause to be  prepared  and  filed,  consistent  with  past
practice,  all Tax Returns  required  to be filed  (after  taking  into  account
extensions) by any Transtar  Company on or before the Closing Date and shall pay
or cause to be paid all amounts shown as due and payable thereon. However, after
the Closing Date,  Transtar  shall have no liability to Holdings or any Holdings
Company  due to the  failure of  Transtar  to timely  file or pay or cause to be
timely filed or paid any Pre-Closing Tax Return (i) required to be filed or paid
(after  taking into  account  extensions)  on or before the Closing Date or (ii)
actually filed or paid on or before the Closing Date.

         Section 3.2 Federal  Consolidated  Income Tax Return of Transtar Group.
Transtar  shall  prepare and file or cause to be prepared and filed,  consistent
with past practice,  all Pre-Closing  Federal Income Tax Returns  required to be
filed after the Closing Date and shall pay or cause to be paid all amounts shown
as due and payable thereon (with such amounts being subject to allocation  under
Section 2.1 and reimbursement under Article V).

         Transtar,  at the reasonable  request of any Party (including  itself),
and at such  Party's  expense  except for an amended  return  described  in (ii)
herein, shall prepare and file an amended Pre-Closing Federal Income Tax Return,
provided (i) the filing of such  amended  return does not increase the amount of
Pre-Closing  Federal  Income Taxes with respect to such return  allocated to any
Party under  Section  2.1(a),  (ii) such  return is being  amended to correct an
error or omission to such return as previously filed,  provided that all Parties
whose Pre-Closing Federal Income Taxes are increased by the amendment reasonably
agree such error or omission has occurred,  or (iii) the Party  requesting  that
such amended  return be filed (x) reimburse any Party for the increase,  if any,
in the amount of  Pre-Closing  Federal  Income Taxes with respect to such return
allocated  to such Party under  Section  2.1(a) and bear all costs and  expenses
resulting  from such  increase or (y) obtain the  written  consent of such other
Party whose Pre-Closing Federal Income Taxes have increased,  which consent will
not be unreasonably withheld or delayed.

         Section 3.3  Pre-Closing  Non-FIT  Tax Returns  Filed After the Closing
Date.  Any  Non-FIT  Pre-Closing  Tax  Return  (i)  with a due  date  (including
extensions) on or before the Closing Date but which is not initially filed until
after the Closing Date or (ii) with a due date (including  extensions) after the
Closing  Date and any amended  Non-FIT  Pre-Closing  Tax Return  filed after the
Closing  Date,  shall be prepared  and filed or cause to be prepared  and filed,
consistent with past practice,  by the Transtar Company legally required to file
such Tax Return,  and such  Transtar  Company  shall pay or cause to be paid all
amounts  shown as due and payable  thereon  (with such amounts  being subject to
allocation under Section 2.2 and reimbursement under Article V).

         A Transtar Company legally  required to file a Non-FIT  Pre-Closing Tax
Return  shall not file an  amended  Tax  Return  with  respect  to such  Non-FIT
Pre-Closing Tax Return after the due date (including  extensions) for filing the
initial Tax Return unless either (1) or (2) met.

         The Tax  Adjustment  Amount with  respect to such amended Tax Return is
less than $150,000, or is less than $75,000 if Section 2.2(b)(3) applies, or

         If the Transtar  Company is a Holdings  Company,  the consent of USX is
obtained,  and if the Transtar Company is a USX Company, the consent of Holdings
is obtained.  In each case such consent  shall not be  unreasonably  withheld or
delayed.

         Section 3.4 Review and Approval of  Pre-Closing  Tax Returns.  At least
thirty (30) days prior to the due date  (including  extensions) of a Pre-Closing
Tax Return,  USX, in the case of a Tax Return  required to be prepared and filed
by a USX Company  pursuant to this Article III,  shall submit such Tax Return to
Holdings if any Holdings  Company is allocated any portion of the Taxes shown on
such Tax Return  pursuant  to this  Agreement,  for the review and  approval  of
Holdings.

         At least thirty (30) days prior to the due date (including  extensions)
of a Pre-Closing Tax Return,  Holdings,  in the case of a Tax Return required to
be prepared and filed by a Holdings  Company pursuant to this Article III, shall
submit such Tax Return to USX if any USX Company is allocated any portion of the
Taxes shown on such Tax Return  pursuant to this  Agreement,  for the review and
approval of USX.

         The Party  reviewing  the  Pre-Closing  Tax Return  pursuant to Section
3.4(a) or (b) above  ("Reviewing  Party" ), shall be deemed to approve  such Tax
Return  unless it notifies  the Party  submitting  such  Pre-Closing  Tax Return
("Preparing  Party") within seven (7) days of the receipt of such Tax Return. If
such Reviewing Party notifies the Preparing Party of its disapproval of such Tax
Return within such 7-day period, and the Preparing Party and the Reviewing Party
cannot  agree  on  the  matter  at  issue  within  seven  (7)  days  after  such
notification,  such matter will be submitted to an independent public accounting
firm following the procedure (including the cost sharing procedure) set forth in
Section 4.3. If such matter  cannot be resolved  before the due date  (including
extensions) of such Tax Return,  such return as submitted by the Preparing Party
shall be filed,  and after such  matter is resolved  by the  independent  public
accounting  firm, an amended Tax Return shall be prepared and filed if necessary
to reflect such resolution.

         Section 3.5 Tax Return Preparation Costs. Except as provided in Section
3.2(b) and Section 4.3, the Holdings  Companies shall reimburse Transtar for 56%
of the  reasonable  costs incurred by or on behalf of Transtar after the Closing
Date in connection with the  preparation  and filing of any Pre-Closing  Federal
Income Tax Return.

         Except as  provided  in Section  4.3,  each Party  shall bear all costs
incurred by it in preparing and filing any Non-FIT Pre-Closing Tax Return.

         Section 3.6 Returns Filed on Unitary or Combined Basis. For purposes of
Article  III and  Article  IV,  EJ&E shall be treated  as the  Transtar  Company
legally  required  to file the Tax Return  for the  Unitary  Illinois  Corporate
Income Tax.

         For  purposes of Article III and Article IV,  DM&IR shall be treated as
the Transtar  Company  legally  required to file the Tax Return for the Combined
Minnesota Corporate Income Tax.

                                   Article IV
                                     Audits

         Section 4.1 Pre-Closing Federal Income Tax Returns.  Except as provided
in Section  4.1(b),  (c) and (d) below,  Transtar shall control all matters with
respect to the audit of any Pre-Closing Federal Income Tax Return.  Holdings and
each Holdings Company may cooperate,  at their own expense, with Transtar in the
resolution of any matters arising from such audit.

         Transtar  shall not settle or resolve any issue  arising from the audit
of any Pre-Closing  Federal Income Tax Return if such issue involves Transtar or
a USX Company  and the Tax  Adjustment  Amount  with  respect to such issue (and
ignoring all  unrelated  adjustments  and changes) for all  Pre-Closing  taxable
periods in the  aggregate  is $100,000 or more  without the consent of Holdings,
which consent shall not be unreasonably withheld or delayed.

         Transtar  shall not settle or resolve any issue  arising from the audit
of any  Pre-Closing  Federal Income Tax Return if such issue involves a Holdings
Company without the consent of Holdings, which consent shall not be unreasonably
withheld or delayed.

         Transtar shall not agree to any extension of the statute of limitations
for  assessment  of  Pre-Closing  Federal  Income Taxes for more than six months
after such statute would have otherwise  expired without  extension  without the
consent  of  Holdings,  which  consent  shall not be  unreasonably  withheld  or
delayed.

         Section 4.2 Non-FIT  Pre-Closing  Taxes.  Except as provided in Section
4.2(b),  all matters  with respect to the audit of any Non-FIT  Pre-Closing  Tax
Return shall be controlled by the Transtar Company legally required to file such
Tax  Return.  Any  other  Party may  cooperate,  at its own  expense,  with such
Transtar Company in the resolution of such matters.

         If the audit of any  Non-FIT  Pre-Closing  Tax Return  results in a Tax
Adjustment  Amount of $150,000 or more (or $75,000 or more if Section  2.2(b)(3)
applies),  the Transtar  Company  controlling  such audit  shall,  if a Holdings
Company,  obtain the consent of USX, or, if a USX Company, obtain the consent of
Holdings,  before  settling or resolving any matters with respect to such audit.
Such consent shall not be unreasonably withheld or delayed.

         Section 4.3 Disputes.  If Holdings or a Holdings  Company fails to give
its agreement,  approval or consent in a situation  described in Section 3.2(b),
Section 3.3 (b)(2),  Section 3.4, Section 4.1(b), Section 4.1(c), Section 4.1(d)
or Section  4.2(b),  or if USX or a USX Company  fails to give its  agreement or
consent in a situation described in Section 3.2(b),  Section 3.3(b)(2),  Section
3.4 or Section  4.2(b),  or if the Parties  cannot agree on an amount owed under
Section  5.3(a) or the  allocation of a refund under Section  5.3(b),  the issue
involved shall be submitted to an independent  public accounting firm acceptable
to both USX and  Holdings.  If USX and Holdings  cannot agree on an  independent
public accounting firm, each shall select an independent  public accounting firm
which will then select a third independent public accounting firm to resolve the
dispute.  The decision of independent  public  accounting  firm in resolving the
dispute shall be final and binding.  The fees and expenses incurred with respect
to the  independent  public  accounting  firm  resolving  the  dispute  shall be
allocated 56% to the Holdings Companies and 44% to the USX Companies.  All other
fees and expenses incurred in resolving the dispute,  including the costs of the
independent  public accounting firms used to select a third  independent  public
accounting  firm,  shall  be borne  by the  Party  which  incurs  such  fees and
expenses.

         Section  4.4  Notification  of Audits.  Transtar  or the  relevant  USX
Company and Holdings or the relevant  Holdings Company shall promptly notify the
other Party or Parties in writing upon the receipt of an actual  notice from the
relevant Taxing authority of any proposed adjustment, assessment or other change
to a Pre-Closing  Tax Return that may result in the liability of the other Party
or Parties under this Agreement;  provided, however, that the failure to provide
such notice shall not relieve any Party's requirement to provide indemnity under
this Agreement unless such Party is materially prejudiced thereby.

         Section 4.5 Costs and Expenses. Except as provided in Section 4.3, each
Party shall bear all fees and expenses incurred by it in resolving a dispute for
Pre-Closing Taxes.


                                    Article V
                            Payments Between Parties

         Section 5.1 - Allocation of Taxes, Costs and Expenses and Refunds Among
the Holdings  Companies.  The Holdings  Companies' 56% share of (i)  Pre-Closing
Federal Income Taxes pursuant to Section 2.1, (ii)  preparation and filing costs
for Pre-Closing  Federal Income Tax Returns  pursuant to Section 3.5, (iii) fees
and  expenses  of an  independent  public  accountant  in  resolving  a  dispute
involving  Pre-Closing  Federal  Income  Taxes  pursuant to Section 4.3 and (iv)
refunds or credits of Pre-Closing  Federal Income Taxes pursuant to Section 2.5,
shall be allocated among the Holdings Companies as follows: B&LE - 15.81%; DM&IR
- 48.20%; Dock - 3.86%; and Fleet - 32.13%.

         The  Holdings  Companies'  56% share of (i) Non-FIT  Pre-Closing  Taxes
except  such Taxes  specifically  allocated  to a Holdings  Company  pursuant to
Section 2.2(b)(2), (ii) fees and expenses of an independent public accountant in
resolving a dispute involving Non-FIT  Pre-Closing Taxes pursuant to Section 4.3
and (iii) refunds or credits of Non-FIT Pre-Closing Taxes except such refunds or
credits  specifically  allocated  to a  Holdings  Company  pursuant  to  Section
2.5(b)(1),  shall be allocated among the Holdings  Companies as follows:  B&LE -
30.03%; DM&IR - 66.02%; Dock - 2.90%; and Fleet - 1.05%.

         Each Holdings  Company shall severally  indemnify and hold harmless USX
and each USX Company against such Holdings Company's share of Pre-Closing Taxes,
preparation and filing fees for Pre-Closing Federal Income Tax Returns, and fees
and  expenses  of an  independent  public  accountant  in  resolving  a  dispute
involving  Pre-Closing  Taxes,  allocated to such  Holdings  Company  under this
Section 5.1 or elsewhere in this Agreement;  provided further,  that Fleet shall
have joint and several  liability  with each Holdings  Company for 31.41% of all
amounts allocated to such Holdings Company pursuant to Section 5.1(b).

         Each  Holdings  Company  shall pay over to a USX  Company any refund or
credit of Pre-Closing  Taxes received by such Holdings Company that is allocable
to such USX Company under Section 5.2 or elsewhere in this Agreement.

         Section 5.2  Allocation of Taxes,  Costs and Expenses and Refunds Among
the USX  Companies.  The USX  Companies'  44% share of (i)  Pre-Closing  Federal
Income Taxes pursuant to Section 2.1, (ii) Non-FIT Pre-Closing Taxes except such
Taxes  specifically  allocated to a USX Company  pursuant to Section  2.2(b)(2),
(iii) refunds or credits of Pre-Closing  Federal  Income Taxes,  (iv) refunds or
credits of Non-FIT  Pre-Closing  Taxes  except such  refunds or credits that are
specifically  allocated to a USX Company  pursuant to Section  2.5(b)(1) and (v)
fees and  expenses  of an  independent  public  accounting  firm in  resolving a
dispute involving  Pre-Closing Taxes pursuant to Section 4.3, shall be allocated
among the USX  Companies  as follows:  Birmingham  Southern  Railroad  Company -
17.50%;  EJ&E -  51.65%;  Fairfield  Southern  Company,  Inc.  - .59%;  The Lake
Terminal  Railroad  Company - 3.14%;  McKeesport  Connecting  Railroad Company -
1.19%;  Mobile River  Terminal  Company - 7.56%;  and Union  Railroad  Company -
18.37%.

         Each USX Company shall severally  indemnify and hold harmless  Holdings
and each Holdings Company against such USX Company's share of Pre-Closing  Taxes
and fees and expenses of an independent public accountant in resolving a dispute
involving Pre-Closing Taxes allocated to such USX Company under this Section 5.2
or elsewhere in this Agreement.

         Each USX  Company  shall pay over to a Holdings  Company  any refund or
credit of  Pre-Closing  Taxes  received by such USX Company that is allocable to
such Holdings Company under Section 5.1 or elsewhere in this Agreement.

         Section 5.3 Notice and Time of  Payment.  Except as provided in Section
5.3(b) below,  to the extent that one Party (the "Paying  Party") owes an amount
to another Party  ("Recipient  Party") pursuant to this Agreement or Section 4.1
of the  Reorganization  Agreement,  the Recipient  Party shall notify the Paying
Party and shall  provide the Paying Party with its  calculations  of such amount
owed.  The Paying  Party shall pay the amount shown in such notice no later than
fifteen (15) days after receiving the notice,  unless the Paying Party disagrees
with such amount,  in which case the Parties agree to  reasonably  negotiate any
difference.  If such difference  cannot be reasonably  negotiated  within thirty
(30) days after the Recipient Party indicates its disagreement, then the Parties
shall submit the disagreement to an independent public accounting firm following
the procedure set forth in Section 4.3.

         Any Party receiving a refund of Pre-Closing Taxes shall, within fifteen
(15) days of  receipt,  notify any other  Party that may be entitled to all or a
portion of the refund and provide a  calculation  of such other Party's share of
the refund.  Such other Party shall notify the first Party  within  fifteen (15)
days of receiving such notice and  calculation of its agreement or  disagreement
with  such  calculation  of its  share  of the  refund.  If the  Parties  cannot
reasonably  negotiate the allocation of the refund, the Parties shall submit the
disagreement  to an independent  public  accounting firm following the procedure
set forth in Section 4.3. Any refund or portion  thereof that is paid to another
Party more than thirty (30) days after receipt by a Party shall bear interest as
set forth in Section 5.5.

         Section 5.4  Agreement to Settle Taxes on a Quarterly or More  Frequent
Basis.  Holdings and USX may agree in a signed writing to settle all payments of
Pre-Closing  Taxes made during the 12-month  period  immediately  following  the
Closing Date on a quarterly or more frequent basis.

         Section 5.5  Interest on Late  Payments.  If the Paying Party makes any
payment to a Recipient  Party beyond the 15-day  period in Section  5.3(a) above
(or such other time as agreed  pursuant  to  Section  5.4),  or in the case of a
refund,  beyond the 30-day  period in Section  5.3(b)  above,  such Paying Party
shall pay interest on the amount unpaid (after resolution of any disagreement as
to such  amount),  starting with the first day after such 15-day period (or such
other time as agreed  pursuant to Section  5.4) or 30-day  period,  based on the
interest rate for tax underpayments in Section 6621(a) of the Code.

         Section 5.6 Payments Treated as Distributions and Contributions. To the
extent permitted by law, all amounts payable to a Party under this Agreement, or
pursuant to Section 4.1 of the Reorganization  Agreement,  shall be deemed to be
made  immediately  prior to the termination of the Transtar Group,  and shall be
treated as a distribution by the Paying Party to Transtar, and as a contribution
by Transtar to the Recipient Party.

         Section 5.7 Gross Up of  Payments.  All  payments to a Recipient  Party
under this Agreement shall include the payment of such amount,  if any, as shall
be necessary to hold the Recipient Party harmless on an after-Tax basis from all
Taxes  required  to be paid by the  Recipient  Party or the  Paying  Party  with
respect to such payments (including any payments made under this Section 5.7).

                                   Article VI
                             Tax Return Information

         Section 6.1  Information  and  Assistance  to be Provided by  Holdings.
Holdings and each Holdings Company shall provide to the relevant USX Company all
information  in its  possession  in the  ordinary  course of business  and other
assistance,  in each  case,  that is  reasonably  requested  to enable  such USX
Company to prepare and file all Tax Returns  required to be filed by it pursuant
to Article  III of this  Agreement.  Each  Holdings  Company  agrees to make any
election,  consent or other agreement  reasonably required in order for Transtar
to prepare any  Pre-Closing  Federal  Income Tax Return in accordance  with this
Agreement.

         Section 6.2  Information  and Assistance to be Provided by USX. USX and
each USX Company shall provide to the relevant  Holdings Company all information
in its possession in the ordinary  course of business and other  assistance,  in
each case,  that is  reasonably  requested  to enable such  Holdings  Company to
prepare and file all Tax Returns  required to be filed by it pursuant to Article
III of this Agreement in accordance with this Agreement.

                                   Article VII
             Access to Records and Retention of Records and Returns

         Section 7.1 Access to Records.  Beginning  on the  Closing  Date,  each
Party  shall  provide  to any other  Party  reasonable  access to such  records,
documents,  accounting  data and other  information  (including  computer  data)
relating to pre-Closing Date periods and to its personnel and premises,  for the
purposes  of the  review or audit of any  Pre-Closing  Tax  Return to the extent
relevant to an obligation of such other Party under this Agreement.

         Section 7.2  Retention of Records and  Returns.  For at least seven (7)
years after the Closing Date,  each Party shall retain such records,  documents,
accounting  data  and  other  information   (including  computer  data)  in  its
possession in the ordinary course of business  reasonably  necessary for (i) the
preparation and filing of all  Pre-Closing Tax Returns  required to be filed by,
on behalf of, or with respect to, another Party under this  Agreement,  and (ii)
any audits and  litigation  relating to such  Pre-Closing  Tax Returns or to any
Pre-Closing Taxes payable by, on behalf of, or with respect to, another Party to
this Agreement.

         For at least seven (7) years after the Closing  Date,  each Party shall
not permit any other Person to dispose of or destroy any Pre-Closing Tax Returns
involving  another Party,  or other business  records and files relating to such
Tax Returns.

         After the close of the 7-year  period  described  in (a) and (b) above,
each Party  shall not  dispose  of or  destroy,  or permit  any other  Person to
dispose of or destroy (i) such records,  data,  documents and other  information
described in (a) above with respect to another Party or (ii) any Pre-Closing Tax
Returns  described in (b) above with  respect to another  Party,  without  first
offering to turn over  possession  thereof to such other Party by written notice
to such other Party at least thirty (30) days prior to the proposed date of such
disposition or destruction.

                                  Article VIII
                                  Miscellaneous

         Section 8.1 Confidentiality. Subject to any contrary requirement of law
and the right of each Party to enforce its rights hereunder in any legal action,
each Party agrees that it shall keep strictly confidential,  and shall cause its
employees and agents to keep strictly confidential,  any information which it or
any of its  employees  or agents may  acquire  pursuant  to, or in the course of
performing its obligations under, any provision of this Agreement.

         Section 8.2 Complete  Agreement;  Construction.  This Agreement and the
Reorganization  Agreement  shall  constitute  the entire  agreement  between the
Parties  with  respect to the  subject  matter  hereof and shall  supersede  all
previous  negotiations,  commitments  and writings  with respect to such subject
matter.

         Section 8.3 Counterparts. This Agreement may be executed in one or more
counterparts,  all of which shall be considered one and the same agreement,  and
shall become  effective when one or more such  counterparts  have been signed by
each of the Parties and delivered to the other Parties.

         Section 8.4 Survival of Agreements. All covenants and agreements of the
Parties contained in this Agreement shall survive the Closing Date.

         Section 8.5 Expenses.  Except as otherwise set forth in this Agreement,
each Party shall bear its own costs and  expenses  incurred in  connection  with
this Agreement.

         Section 8.6  Notices.  All notices and other  communications  hereunder
shall be in writing and hand delivered or mailed by registered or certified mail
(return  receipt   requested)  or  sent  by  any  means  of  electronic  message
transmission  with delivery  confirmed (by voice or otherwise) to the Parties at
the  following  addresses  (or at such other  addresses  for a Party as shall be
specified  by like  notice)  and will be deemed  given on the date on which such
notice is received:

         (a) If to USX or a USX Company, then to:

             USX Corporation
             600 Grant Street
             Pittsburgh, PA  15219-4776
             Attention:  Scott A. Krebs
                         Manager - Tax Accounting


             With copy to:

             Michael J. Hosler
             Senior General Tax Attorney
             USX Corporation
             600 Grant Street
             Pittsburgh, PA  15219-4776

         (b) If to Holdings or a Holdings Company, then to:

             Transtar Holdings, L.P.
             345 Park Avenue
             New York, NY 10154-0191
             Attention:  James Mossman
                         President

             With a copy to:

             William F. Wynne, Jr., Esquire
             White & Case LLP
             1155 Avenue of the Americas
             New York, NY 10036-2787

         Section  8.7  Waivers.  The  failure  of any  Party to  require  strict
performance by any other Party of any provision in this Agreement will not waive
or diminish that Party's right to demand strict  performance  thereafter of that
or any other provision hereof.

         Section 8.8  Amendments.  This Agreement may not be modified or amended
except by an agreement in writing signed by each of the Parties.

         Section 8.9  Assignment.  This Agreement  shall not be  assignable,  in
whole or in part, directly or indirectly, by any Party without the prior written
consent of the other Parties,  which consent shall not be unreasonably  withheld
or delayed,  and any attempt to assign any rights or  obligations  arising under
this Agreement without such consent shall be void.

         Section 8.10  Successors and Assigns.  The provisions to this Agreement
shall be binding upon, inure to the benefit of and be enforceable by the Parties
and their respective successors and permitted assigns.

         Section 8.11 Termination.  This Agreement shall not terminate except by
an agreement in writing  signed by the Parties.  Following  termination  of this
Agreement, no Party shall have any liability under this Agreement.

         Section 8.12 Third Party  Beneficiaries.  This  Agreement is solely for
the benefit of the Parties and should not be deemed to confer upon third parties
any remedy, claim, liability,  reimbursement,  claim of action or other right in
excess of those existing without reference to this Agreement.

         Section 8.13 Title and Headings.  Title and headings to sections herein
are inserted for the  convenience of reference only and are not intended to be a
part of or to affect the meaning or interpretation of this Agreement.

         Section  8.14  Pre-Closing  Date  Earnings  and  Profits.  The Holdings
Companies and the USX Companies agree to allocate  pre-Closing Date earnings and
profits in accordance with Treasury Regulation Sections 1.312-10 and 1.1502-33.

         Section 8.15.  Governing  Law.  THIS  AGREEMENT AND ALL DEALINGS OF THE
PARTIES  WITH RESPECT TO THE MATTERS  ADDRESSED  HEREIN SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE  WITH THE LAWS OF THE STATE OF DELAWARE  (WITHOUT REGARD
TO THE PRINCIPLES OF THE CONFLICTS OF LAWS THEREOF) APPLICABLE TO CONTRACTS MADE
AND TO BE PERFORMED IN SUCH STATE.

         IN WITNESS  WHEREOF,  each of the parties hereto has caused its name to
be  hereunto  subscribed  by its duly  authorized  officer  as of the date first
written above.



                                          USX CORPORATION


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


                                          TRANSTAR HOLDINGS, L.P.

                                          By:  BLACKSTONE TRANSPORTATION
                                               COMPANY, INC., its General
                                               Partner


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


                                          HOLDINGS COMPANIES:

                                          BESSEMER AND LAKE ERIE RAILROAD
                                          COMPANY


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


                                          CUYAHOGA DOCK, INC.


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


                                          DULUTH, MISSABE AND IRON RANGE RAILWAY
                                          COMPANY


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


                                          GLF CREDIT CORPORATION


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


                                          GLF GREAT LAKES CORPORATION


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


                                          MON VALLEY RAILWAY COMPANY


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


                                          THE PITTSBURGH & CONNEAUT DOCK COMPANY


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


                                          USS GREAT LAKES FLEET, INC.


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


                                          USX COMPANIES:

                                          TRANSTAR, INC.


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


                                          BIRMINGHAM SOUTHERN RAILROAD COMPANY


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


                                          ELGIN, JOLIET AND EASTERN RAILWAY
                                          COMPANY


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


                                          FAIRFIELD SOUTHERN COMPANY, INC.


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


                                          THE LAKE TERMINAL RAILROAD COMPANY


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


                                          MCKEESPORT CONNECTING RAILROAD COMPANY


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


                                          MOBILE RIVER TERMINAL COMPANY


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


                                          UNION RAILROAD COMPANY


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


                                          WARRIOR AND GULF NAVIGATION COMPANY


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


                                          TRACKS TRAFFIC AND MANAGEMENT
                                          SERVICES, INC.


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


<PAGE>

                                                                     EXHIBIT D

                                    AMENDMENT
                                       OF
                        TRANSPORTATION SERVICES AGREEMENT

         THIS AMENDMENT is made and entered into this ____ day of October, 2000,
by and between USX CORPORATION - U.S. STEEL GROUP, a Delaware  Corporation  with
an office at 600 Grant Street, Pittsburgh,  Pennsylvania 15219-2749 (hereinafter
"USS"); REPUBLIC TECHNOLOGIES  INTERNATIONAL,  LLC, a Delaware limited liability
company with offices at 3770 Embassy  Parkway,  Akron,  Ohio 44333  (hereinafter
"RTI"); and USS GREAT LAKES FLEET,  INC., a Delaware  Corporation with an office
at 400 Missabe Building, Duluth, Minnesota 55082-1990 (hereinafter "CARRIER").

                                   WITNESSETH:

         WHEREAS, USS, RTI (successor to USS/KOBE Steel Company) and CARRIER are
parties  to  a  Transportation  Services  Agreement,   effective  July  1,  1998
(hereinafter the "Agreement"); and WHEREAS, USS, RTI and CARRIER desire to amend
the Agreement;

         NOW,  THEREFORE,  in consideration of the mutual promises and covenants
hereinafter set forth, the parties hereto,  intending to be legally bound, agree
as follows:

         1. This Amendment shall be effective on the date first set forth above.

         2.  The  term  of the  Agreement,  as set  forth  in  section  1 of the
Agreement,  is  hereby  extended  until  March 15,  2009  (end of 2008  SHIPPING
SEASON).

         3. Except as provided herein, all terms and conditions of the Agreement
shall remain in full force and effect.

         IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed  by their  duly  authorized  representatives  on the date  first  above
written.

                                          USX CORPORATION - U.S. STEEL GROUP


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


                                          USS GREAT LAKES FLEET, INC.


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


                                          REPUBLIC TECHNOLOGIES INTERNATIONAL,
                                          LLC


                                          By:
                                             -----------------------------------
                                             Name:
                                             Title:
<PAGE>

                                                                      EXHIBIT E

                                    AMENDMENT
                                       OF
                        TRANSPORTATION SERVICES AGREEMENT

         THIS AMENDMENT is made and entered into this ___ day of October,  2000,
by and between USX Corporation - U.S. Steel Group, a Delaware  corporation  with
offices at 600 Grant Street, Pittsburgh, Pennsylvania 15219 (hereinafter "USS");
Transtar,  Inc,  a  Delaware  corporation  with  offices  at 135  Jamison  Lane,
Monroeville,  Pennsylvania 15146 (hereinafter "Transtar"); and Transtar Holdings
L.P., a Delaware limited partnership (hereinafter "Holdings").

                                   WITNESSETH:

         WHEREAS,  USS and  Transtar  are parties to a  Transportation  Services
Agreement, effective July 1, 1998 (hereinafter the "TSA"); and

         WHEREAS,  the TSA sets forth certain duties and obligations between USS
and certain Transtar subsidiaries,  including the Duluth, Missabe and Iron Range
Railway  Company  (hereinafter  "DMIR") and the Bessemer and Lake Erie  Railroad
Company (hereinafter "Bessemer"); and

         WHEREAS, Transtar, Holdings and USS have entered into a "Reorganization
and Exchange  Agreement",  pursuant to which Holdings has obtained ownership and
control of DMIR and Bessemer; and

         WHEREAS,  Transtar,  with the  consent  of USS,  desires  to  assign to
Holdings,  Transtar's  rights  and  obligations  under the TSA,  insofar as they
pertain to DMIR and Bessemer,  and Holdings  desires to accept such  assignment;
and

         WHEREAS,  USS and Holdings desire to extend the term of the TSA, to the
extent that it pertains to DMIR and Bessemer.

         NOW, THEREFORE,  the parties hereto, intending to be legally bound, and
in  consideration of the mutual  agreements  herein  contained,  hereby agree as
follows:

         The Amendment shall be effective on the date first set forth above.

         Transtar hereby assigns to Holdings  Transtar's  rights and obligations
under the TSA, but only to the extent that such rights and  obligations  pertain
to the DMIR and Bessemer. Holdings accepts and USS consents to this assignment.

         The terms and conditions of the TSA, to the extent that they pertain to
DMIR and Bessemer, are hereby incorporated herein by reference.

         Section  2 of the  TSA,  to the  extent  that it  pertains  to DMIR and
Bessemer,  is hereby deleted,  and the following Section 2 is substituted in its
place:

         2. TERM.  This  Agreement  shall  become  effective on July 1, 1998 and
shall remain in effect through June 30, 2008 ("Initial Term"). At the end of the
Initial Term of this Agreement or at the end of the Additional Term  established
in Section 3 herein, if any of the services previously  performed by DMIR and/or
Bessemer pursuant to this Agreement are subject to competitive bidding, the DMIR
and/or   Bessemer  shall  be  offered  an  opportunity  to  participate  in  any
competitive bidding for such services.

         5. Except as assigned and modified herein,  all terms and conditions of
the TSA shall remain in full force and effect.

         IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed  by their  duly  authorized  representatives  on the date  first  above
written.

TRANSTAR, INC.                            USX CORPORATION-
                                          U.S. STEEL GROUP


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

TRANSTAR HOLDINGS, L.P.

By:  BLACKSTONE TRANSPORTATION
     COMPANY, INC., its General
     Partner


By:
   ------------------------------
   Name:  James J. Mossman
   Title: President
<PAGE>

                                                                 EXHIBIT F

                     TERMINATION OF STOCKHOLDERS' AGREEMENT

          TERMINATION  AGREEMENT (this "Agreement") dated as of _____ __, [2000]
by and among USX CORPORATION, a Delaware corporation ("USX"), TRANSTAR HOLDINGS,
L.P., a Delaware limited partnership ("Holdings") and TRANSTAR, INC., a Delaware
corporation (the "Company").

                              W I T N E S S E T H:
                              - - - - - - - - - -

          WHEREAS,  the Company, USX and Holdings are parties to a Stockholders'
Agreement   dated  as  of  December  28,  1988  (the   "Existing   Stockholders'
Agreement"); and

          WHEREAS, the Company,  Holdings and USX have entered into that certain
Reorganization and Exchange Agreement (the "Reorganization  Agreement") dated as
of October __, 2000; and

          WHEREAS,  pursuant  to  the  terms  of the  Reorganization  Agreement,
simultaneous with the execution of this Agreement the Company will redeem all of
its currently outstanding capital stock held by Holdings;

          NOW, THEREFORE,  in consideration of good and valuable  consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereto
hereby agree as follows:

          1.  Termination.   The  Existing  Stockholders'   Agreement  shall  be
terminated  and have no further  force and effect,  effective as of the Closing.
Notwithstanding  any  provision  to  the  contrary  contained  in  the  Existing
Stockholders' Agreement, none of the rights,  obligations and liabilities of the
parties under the Existing Stockholders' Agreement shall survive the termination
of the Existing Stockholders ' Agreement.

          2.  Resignations  of Directors.  Holdings agrees to use its reasonable
efforts to cause each of James J.  Mossman,  Peter G.  Peterson  and  Stephen A.
Schwarzman (or any of such directors' replacements) to resign.

          3.  Applicable Law. This Agreement shall be governed by, and construed
and  enforced  in  accordance  with and subject to, the laws of the State of New
York  applicable to  agreements  made and to be performed  entirely  within such
State.

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

          5. Entire Agreement.  This Agreement contains the entire understanding
of the parties hereto with respect to the subject matter hereof.  This Agreement
supersedes  all prior  agreements  and  understandings  between the parties with
respect to such subject matter.

          6. Third Party  Beneficiaries.  Each party  hereto  intends  that this
Agreement  shall not  benefit  or  create  any right or cause of action in or on
behalf of any person other than the parties hereto.

                                     * * * *

          IN WITNESS WHEREOF,  USX,  Holdings and the Company have each executed
and delivered this Agreement as of the date first above written.





                                 USX CORPORATION



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


                                 TRANSTAR HOLDINGS, L.P.

                                 By: BLACKSTONE TRANSPORTATION
                                       COMPANY, INC., its General Partner



                                   By:
                                      ----------------------------------
                                      Name:   James J. Mossman
                                      Title:  President



                                 TRANSTAR, INC.



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



<PAGE>

                                                                     EXHIBIT G

         AMENDED AND RESTATED ASSUMPTION AND INDEMNIFICATION AGREEMENT

          AMENDED AND RESTATED  ASSUMPTION AND  INDEMNIFICATION  AGREEMENT (this
"Agreement")  dated as of _____ __,  [2000]  among USX  CORPORATION,  a Delaware
corporation  ("USX"),  USS GREAT  LAKES  FLEET,  INC.,  a  Delaware  corporation
("Fleet") and TRANSTAR, INC., a Delaware corporation ("Transtar").

          WHEREAS,  Transtar, Fleet and certain other corporations entered into,
and USX consented to, that certain Asset Purchase Agreement dated as of December
15, 1988 (the "Asset Purchase Agreement"); and

          WHEREAS, USX, Fleet, Transtar and Great Lakes Fleet Acquisition,  Inc.
("Transtar Sub") entered into an Assumption and Indemnification  Agreement dated
as of December 28, 1988 (the "Original Agreement"); and

          WHEREAS,  Fleet  merged with and into  Transtar  Sub and  Transtar Sub
changed its name to Fleet  pursuant to a Certificate  of Merger dated  [December
28, 1988] ; and

          WHEREAS,  Transtar,  Transtar Holdings, L.P. ("Holdings") and USX have
entered  into  that  certain   Reorganization   and  Exchange   Agreement   (the
"Reorganization  Agreement")  dated as of October  __,  2000,  the  transactions
pursuant to which shall take place on the closing  date  specified  therein (the
"Reorganization Closing Date"); and

          WHEREAS,  under the terms of the Original  Agreement,  USX,  Transtar,
Fleet and Transtar Sub agreed to a certain allocation of obligations for losses,
liabilities,  claims,  damages,  costs and  expenses  (including  counsel  fees)
allegedly  resulting  directly  from  the use or  existence  of or  exposure  to
asbestos (including any product or material containing  asbestos)  (collectively
"Asbestos Claims"); and

          WHEREAS,  pursuant to the terms of the Reorganization  Agreement,  the
parties  hereto  desire to amend  and  restate  the  Original  Agreement  in its
entirety to provide that (i) USX shall continue its indemnification  obligations
and (ii) Fleet's and Transtar's indemnification obligations shall be modified as
set forth herein;

          NOW,   THEREFORE,   in  consideration  of  the  mutual  covenants  and
obligations and other good and valuable  consideration,  the receipt of which is
hereby acknowledged, the parties hereto agree as follows:

          1. USX agrees to assume, indemnify and hold Fleet harmless against any
and all  Asbestos  Claims as to which legal  proceedings  were  commenced  under
applicable laws,  regulations or court rules before the Closing Date (as defined
in the Asset Purchase Agreement).

          2. (a) Fleet agrees to assume, indemnify and hold USX harmless against
any and all Asbestos Claims relating to activities, vessels or properties of the
Fleet or the USX Lake  Shipping  Division  as to which  legal  proceedings  were
commenced  under  applicable  laws,  regulations  or court rules on or after the
Closing Date (as defined in the Asset Purchase  Agreement);  provided,  however,
with respect to Asbestos Claims relating to activities, vessels or properties of
the Fleet or the USX Lake Shipping  Division as to which legal  proceedings were
commenced  under  applicable  laws,  regulations  or court rules on or after the
Closing  Date (as  defined  in the Asset  Purchase  Agreement)  but prior to the
Reorganization Closing Date, Fleet shall assume, indemnify and hold USX harmless
for only 56% of all liabilities associated with such Asbestos Claims.

          (b) With respect to Asbestos Claims relating to activities, vessels or
properties  of the Fleet as to which  legal  proceedings  were  commenced  under
applicable  laws,  regulations  or court rules on or after the Closing  Date (as
defined in the Asset Purchase Agreement) but prior to the Reorganization Closing
Date,  Transtar  shall assume,  indemnify and hold Fleet harmless for 44% of all
liabilities associated with such Asbestos Claims.

          (c) For the purposes of this  Agreement,  proceedings  with respect to
claims which have been filed prior to the Reorganization  Closing Date and which
have been " administratively dismissed" by a court of competent jurisdiction and
which are subsequently  re-filed or otherwise  revived by the plaintiff shall be
deemed  to have been  commenced  on the date on which the  original  claim  with
respect to which such re-filed or revived claim relates was first filed.

          (d) Other  than as set forth in this  Section  2,  Transtar  is hereby
released  from any  obligation  it may  previously  have had under the  Original
Agreement to assume, indemnify and hold USX harmless against any Asbestos Claim.

          3. The parties agree that all shall cooperate with each other and make
available to the  responsible  party all records and  documents  which,  and all
employees who, are reasonably  necessary to defend any proceeding without charge
other than  reimbursement of  out-of-pocket  expenses  actually  incurred by the
indemnified party.

          4. The  interpretation  and  construction of this  Agreement,  and all
other matters relating hereto, shall be governed by the laws of the Commonwealth
of Pennsylvania.

          5. This Agreement shall be binding upon and shall inure to the benefit
of the parties hereto and their  respective  heirs,  executors,  administrators,
successors and assigns.

          6. This Agreement sets forth the entire agreement and understanding of
the parties hereto  relating to the subject matter  contained  herein and merges
all prior discussions  between the parties,  and neither party shall be bound by
any previous agreements, negotiations,  commitments and writings, including, but
not limited to the Original  Agreement,  other than as expressly  stated in this
Agreement.

          IN WITNESS  WHEREOF,  each of  Transtar,  Fleet and USX has caused its
corporate name to be hereunder  subscribed by its officer duly  authorized as of
the date first above written.

                                            USX CORPORATION



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

                                            USS GREAT LAKES FLEET, INC.



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

                                            TRANSTAR, INC.




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



<PAGE>
                                                                 EXHIBIT H

                     ENVIRONMENTAL INDEMNIFICATION AGREEMENT

     ENVIRONMENTAL  INDEMNIFICATION  AGREEMENT (this  "Agreement"),  dated as of
_____ __,  [2000],  among  USX  CORPORATION,  a  Delaware  corporation  ("USX"),
TRANSTAR HOLDINGS, L.P., a Delaware limited partnership ("Holdings") and each of
the subsidiaries of Holdings signatory hereto listed under the caption "Holdings
Companies" (collectively, the "Holdings Companies").

                              W I T N E S S E T H:
                              - - - - - - - - - -

     WHEREAS,  Transtar,  Inc., a Delaware corporation ("Transtar") entered into
that  certain  Asse t Purchase  Agreement  dated as of  December  15,  1988 (the
"Purchase  Agreement") among Transtar and each of the subsidiaries of USX listed
on  Exhibit I hereto  (the "USX  Subs")  pursuant  to which  Transtar  agreed to
purchase  substantially  all of the assets of the USX Subs and to  acquire  such
assets by  mergers  of the USX Subs into each of the  subsidiaries  of  Transtar
listed on Exhibit II hereto (collectively, the "Transtar Subs"); and

     WHEREAS, USX received, as consideration for such purchase, payments of cash
and subordinated notes of Transtar; and

     WHEREAS,  it was a condition to the  obligation  of Transtar to  consummate
such purchase that USX indemnify  Transtar and the Transtar Subs against certain
liabilities; and

     WHEREAS,  to effect that  indemnification,  USX,  Transtar and the Transtar
Subs  entered  into  an  Environmental  Indemnification  Agreement  dated  as of
December 28, 1988 (the "Original Agreement"); and

     WHEREAS,  Transtar,  Holdings  and  USX  have  entered  into  that  certain
Reorganization and Exchange Agreement (the "Reorganization  Agreement") dated as
of October __, 2000; and

     WHEREAS, pursuant to the terms of the Reorganization Agreement, the parties
hereto desire to terminate the Original  Agreement and enter into this Agreement
to provide that Holdings and the Holdings  Companies are the only  beneficiaries
of the indemnification obligation of USX; and

     WHEREAS,  USX,  Transtar and the Transtar Subs have agreed to terminate the
Original  Agreement  by means of a  Termination  Agreement  dated as of the date
hereof.

     NOW, THEREFORE, the parties hereto agree as fol-lows:

     Section 1.  Indemnity.  USX agrees to  indemnify  Holdings  and each of the
Holdings Companies, and hold each of them harm-less from and against any and all
claims, losses,  liabili-ties,  obligations,  damages,  deficiencies,  costs and
expenses,   including,  without  limitation,   expenses  of  inves-tigation  and
reasonable  attorneys' fees and  disbursements,  suffered or paid directly or by
application of any assets of Holdings or any Holdings  Company after the Closing
Date (as defined in the Purchase Agreement),  arising out of or re-lating to (a)
any environmental condition of any kind or na-ture existing prior to the Closing
Date at any of the locations  listed in Exhibit III hereto (each such location a
"Cleanup  Site"),  (b)  any  pollution  of the  environment,  including  without
limitation, ambient air, surface water ground water or land, waste, hazardous or
toxic substances, whether relating to manufacture, storage, disposal, transport,
handling  or  reporting,  or any other  environmental  condition  of any kind or
nature existing prior to the Closing Date on any real property  including,  with
limitation,  the sites  listed on Exhibit IV hereto owned by any of the Existing
Transportation  Units (as defined in Purchase  Agreement)  and leased to a third
party, including,  without limitation,, USX (the " Leased Sites") which Holdings
or any  Holdings  Company is required by law to remediate  and after  reasonable
efforts,  Holdings  and the  relevant  Holdings  Company are unable to have such
remediation  performed by lessee, and (c) any event occurring before the Closing
Date or condition  existing as of the Closing Date involving any Cleanup Site or
Leased  Site  which  constitutes  or is all to  constitute  a  violation  of any
currently  applicable  Federal,  state or local environmental law, regulation or
ordinance including,  without limitation,  CERCLA, the Resource Conservation and
Recovery Act, the Superfund  Amendments  Reauthorization  Act of 1986, the Clean
Air Act, the Clean Water Act and the Toxic Substances Control Act, to the extent
that such claims, losses, liabilities, obligations, damages, deficiencies, costs
and expenses,  in the case of clauses (a), (b) and (c) exceed, in the aggregate,
$1,158,826  ("USX  Deductible  Amount"),  in which event USX shall be liable for
indemnification  hereunder  only  for  75 of  every  $1 in  excess  of  the  USX
Deductible  Amount;  provided  that USX  shall  be  liable  for  indemnification
hereunder  for the full  amount  (subject  to no USX  Deductible  Amount) of all
claims,  losses,  liabilities,  obligations,  damages,  deficiencies,  costs and
expenses,  arising  out of or relating to events,  conditions  or other  matters
described in clause (b) above to the extent USX is the lessee of the Leased Site
in question.

     Section 2.  Arbitration.  If USX and  Holdings are unable to agree upon the
apportionment  of  responsibility   for,  or  the  date  of  existence  of,  any
environmental  condition  covered by the terms of this  Agreement,  the  dispute
shall  be  referred  to  binding   arbitration  by  an  arbitral  tribunal  (the
"Tribunal")  composed  of three  arbitrators,  of whom USX shall  nominate  one,
Holdings  shall nominate one and the two  arbitrators  so nominated  shall agree
upon a third. If either USX, on the one hand, or Holdings,  on the other,  fails
to nominate an  arbitrator  within  thirty (30) days of receiving  notice of the
nomination of such  arbitrator by the other  nominating  party,  such arbitrator
shall  at the  written  request  of  any  party  be  appointed  by the  American
Arbitration  Association's  office in  Washington,  D.C. As soon as  practicable
after its  appointment,  the  Tribunal  shall  convene a meeting  with USX,  and
Holdings or their representatives. Not less than ten (10) Business Days prior to
such  meeting,  each of USX, on the one hand, or Holdings,  on the other,  shall
make a written  submission  to the  Tribunal  with  regard  to the  issues to be
resolved. At such meeting, the Tribunal shall hear oral presentations by each of
USX, on the one hand, or Holdings, on the other, or its representative and shall
have an opportunity  to question each of USX and Holdings with respect  thereto.
The  Tribunal  may  issue  a  decision  to  resolve  the  dispute  at any  time.
Alternatively,  the  Tribunal  may, at its option,  schedule one or more further
meetings  and  request  that the  parties to the dispute  provide  further  oral
testimony or written submissions with respect to the issues to be resolved.  The
Tribunal  shall  endeavor  to  complete  its  review of the issues and issue its
decision  with respect to the dispute as soon as  practicable.  In the event any
party fails to cooperate  with the Tribunal or comply with its requests for oral
testimony  or  written  submissions,  the  Tribunal  shall be  entitled  to draw
appropriate  conclusions  from such failure and  consider  such  conclusions  in
reaching  its  decision  on the  dispute.  The  Tribunal  shall  issue its final
decision  in a written  statement  addressed  to each of USX and  Holdings.  The
procedural decision of the Tribunal shall be made by a majority of the Tribunal.

     Section 3. Expenses. The parties shall cooperate with each other to develop
cost effective and business-justified solutions to the matters described herein.
Holdings and the Holdings Companies shall give USX notice prior to incurring any
expenses for which USX shall be responsible hereunder.

     Section 4. Benefits.  This Agreement shall inure to the benefit of Holdings
and each of the Holdings Companies and their successors and assigns.

     Section 5. Amendments.  No changes,  amendments or  modi-fications  of this
Agreement  shall be valid  unless in writing  and  signed by all of the  parties
hereto affected by any such change, amendment or modification.

     Section  6.  Notices.  All  notices,  consents,   requests,   instructions,
approvals and other communications  provided for herein and all legal process in
regard  hereto  shall be  validly  given,  made or  served,  if in  writing  and
delivered  by any  reasonable  means,  including  but not  limited to  per-sonal
delivery,   overnight   courier,   telex  or  registered   or  certified   mail,
return-receipt requested and postage pre-paid:

                               (a)  if to Holdings, to:

                               Transtar Holdings, L.P.
                               345 Park Avenue
                               New York, New York 10154-0191
                                  Attention:  James J. Mossman

                               with a copy to:

                               THE BLACKSTONE GROUP
                               345 Park Avenue
                               30th Floor
                               New York, New York  10154
                                  Attention:  James J. Mossman

                               and to:

                               WHITE & CASE LLP
                               1155 Avenue of the Americas
                               New York, New York  10036
                                 Attention:  William F. Wynne Jr., Esq.

                               (b)  if to USX, to:

                               USX CORPORATION
                               600 Grant Street
                               Pittsburgh, Pennsylvania  15219-4776
                                  Attention:  President

                               with a copy to:

                               USX Corporation
                               600 Grant Street
                               Pittsburgh, Pennsylvania  15219-4776
                                  Attention:  General Counsel

or to such  other  address  as any such  party  hereto  may,  from time to time,
designate in writing delivered in a like manner.

     Section 7. Governing  Law. This  Agreement  shall be governed by the law of
the Commonwealth of Pennsylvania.

     IN WITNESS  WHEREOF,  USX,  Holdings and the Holdings  Companies  have each
executed and delivered this Agreement as of the date first above written.

                                   USX CORPORATION


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


                                   TRANSTAR HOLDINGS, L.P.
                                   By: BLACKSTONE TRANSPORTATION
                                        COMPANY, INC., its General Partner


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




                                   HOLDINGS COMPANIES:

                                   BESSEMER AND LAKE ERIE RAILROAD COMPANY


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


                                  DULUTH, MISSABE AND IRON RANGE RAILWAY COMPANY


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


                                   USS GREAT LAKES FLEET, INC.


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


                                   PITTSBURGH & CONNEAUT DOCK COMPANY


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

<PAGE>

                                USX SUBSIDIARIES

Bessemer Acquisition, Inc.
Birmingham Southern Acquisition, Inc.
DM&IR Acquisition, Inc.
EJ&E Acquisition, Inc.
Lake Terminal Acquisition, Inc.
McKeesport Acquisition, Inc.
P&C Dock Acquisition, Inc.
Union Railroad Acquisition, Inc.
Great Lakes Fleet Acquisition, Inc.
Warrior & Gulf Acquisition, Inc.
Fairfield Southern Acquisition, Inc.
MRT Acquisition, Inc.
Mon Valley Merger, Inc.
Tracks Traffic Acquisition, Inc.
Transall Acquisition, Inc.

<PAGE>

                              TRANSTAR SUBSIDIARIES

Bessemer and Lake Erie Railroad  Company
Birmingham  Southern  Railroad Company
Duluth, Missabe and Iron Range Railway Company
Elgin, Joliet and Eastern Railway Company
The Lake  Terminal  Railroad  Company
McKeesport  Connecting  Railroad Company
The Pittsburgh & Conneaut Dock Company
Union Railroad  Company
USS Great Lakes Fleet, Inc.
Warrior & Gulf Navigation Company
Fairfield Southern Company, Inc.
Mobile River Terminal Company
Mon Valley Railway Company
Tracks Traffic and Management Services, Inc.
Transall, Inc.

<PAGE>

                  List of Existing Environmental Cleanup Sites

BESSEMER AND LAKE ERIE RAILROAD Company

1.   Douglassville National Superfund Site a/k/a Berks Associates,  Inc. Cleanup
     Site,  Douglassville,  Pennsylvania.  B&LE's contributed diesel lube oil to
     this site -- 4,032 gallons in 1973 and 2,600  gallons in 1975.  Federal EPA
     involvement.

2.   Delta Chemicals Cleanup Site, Worthington,  Pennsylvania.  B&LE contributed
     used  solvents  and waste oil to the site in 1985.  Both state and  federal
     authorities are involved.

DULUTH, MISSABE AND IRON RANGE RAILWAY COMPANY

1.   Arrowhead Refinery National Superfund Site, Hermantown,  Minnesota. DM&IR's
     contribution is 9,000 gallons waste oil. Federal EPA involvement.

2.   Proctor Cleanup Site. Waste oil and PCB con-tamination at DM&IR facility in
     Proctor, Minnesota. Removal is being coordinated with state agency.

3.   Two  Harbors  Facility  - Abex Site.  Two  Har-bors,  Minnesota.  Hazardous
     foundry sludge has been discovered on property owned by the DM&IR.

ELGIN, JOLIET AND EASTERN RAILWAY COMPANY

1.   Lenz Oil Cleanup Site, DuPage County,  Illi-nois.  EJ&E's contributed 3,985
     gallons of waste oil; groundwater  contamination has resulted. State agency
     involved.

PITTSBURGH AND CONNEAUT DOCK COMPANY

1.   Laskin/Poplar Oil National Superfund Site,  Jefferson,  Ohio. United States
     of America vs. Alvin  Laskin,  et al. and General  Motors,  et al. vs. A.A.
     Automotive  Ser-vice  &  Parts,  et al.  (including  P&C  Dock).  P&C  Dock
     contributed 16,315 gallons waste oil to this site. Federal EPA involvement.
     (See also USS Great Lakes Fleet.)

UNION RAILROAD COMPANY

1.   Swissvale National Superfund Site, Swissvale,  Pennsylvania.  Ben Kalik and
     Frances Kalik d/b/a Swissvale Auto Surplus Co. vs. Allis-Chalmers Corp., et
     al.  (including URR).  Swissvale Auto Surplus Company site involves cleanup
     of PCBs and contaminated soil. Federal EPA involvement.

2.   Delta Chemicals Cleanup Site, Worthington,  Pennsylvania. Union contributed
     used  solvents  and waste oil to the site in 1985.  Both state and  federal
     authorities are involved.

USS GREAT LAKES FLEET, INC.

1.   Laskin/Poplar Oil National Superfund Site,  Jefferson,  Ohio. United States
     of America vs. Alvin  Laskin,  et al. and General  Motors,  et al. vs. A.A.
     Automotive  Service  & Parts,  et al.  (including  the  Fleet).  The  Fleet
     contributed  342,000  gallons  of  waste  oil  to  the  site.  Federal  EPA
     involvement.

<PAGE>

                              Certain Leased Sites

1.   Albion,  Pennsylvania  Cleanup  Site. A solid waste site at the Bessemer' s
     car clean-out site currently  leased to a third party may  necessitate  the
     cleanup and  disposal  of soil.  The state's  Department  of  Environmental
     Resources has app roved the on-going remediation.

2.   Endion Yard Cleanup Site.  Duluth,  Minnesota.  Contaminated  soil has been
     discovered on property  formerly  owned and/or  leased by the DM&IR.  State
     agency involvement.


<PAGE>


                                                                 EXHIBIT I

             TERMINATION OF ENVIRONMENTAL INDEMNIFICATION AGREEMENT

          TERMINATION  AGREEMENT (this "Agreement") dated as of _____ __, [2000]
by and among USX CORPORATION,  a Delaware corporation ("USX"), TRANSTAR, INC., a
Delaware  corporation  ("Transtar")  and each of the  subsidiaries  of  Transtar
signatory  hereto listed under the caption  "Transtar Subs"  (collectively,  the
"Transtar Subs").

                              W I T N E S S E T H:
                               - - - - - - - - - -

          WHEREAS,  USX,  Transtar  and the  Transtar  Subs  are  parties  to an
Environmental  Indemnification  Agreement  dated as of  December  28,  1988 (the
"Existing Agreement"); and

          WHEREAS,  Transtar,  Transtar Holdings, L.P. ("Holdings") and USX have
entered  into  that  certain   Reorganization   and  Exchange   Agreement   (the
"Reorganization Agreement") dated as of October __, 2000; and

          WHEREAS,  USX,  Holdings  and certain  subsidiaries  of  Holdings  are
parties  to an  Environmental  Indemnification  Agreement  dated  as of the date
hereof  which  Transtar,  Holdings  and  USX  intend  to  replace  the  Existing
Agreement; and

          WHEREAS,  pursuant to the terms of the Reorganization  Agreement,  the
parties hereto desire to terminate the Existing Agreement;

          NOW, THEREFORE,  in consideration of good and valuable  consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereto
hereby agree as follows:

          1. Termination. The Existing Agreement shall be terminated and have no
further  force and effect,  effective  as of the  Closing.  Notwithstanding  any
provision to the  contrary  contained  in the  Existing  Agreement,  none of the
rights,  obligations and liabilities of the parties under the Existing Agreement
shall survive the termination of the Existing Agreement.

          2.  Applicable Law. This Agreement shall be governed by, and construed
and  enforced  in  accordance  with and  subject  to,  the laws of the  State of
Pennsylvania  applicable to agreements made and to be performed  entirely within
such State.

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

          4. Entire Agreement.  This Agreement contains the entire understanding
of the parties hereto with respect to the subject matter hereof.  This Agreement
supersedes  all prior  agreements  and  understandings  between the parties with
respect to such subject matter.

          5. Third Party  Beneficiaries.  Each party  hereto  intends  that this
Agreement  shall not  benefit  or  create  any right or cause of action in or on
behalf of any person other than the parties hereto.

                                     * * * *

          IN WITNESS WHEREOF,  USX,  Holdings and the Company have each executed
and delivered this Agreement as of the date first above written.





                                  USX CORPORATION



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



                                  TRANSTAR, INC.



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



                                  TRANSTAR SUBS:

                                  BESSEMER AND LAKE ERIES RAILROAD COMPANY



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



                                  BIRMINGHAM SOUTHERN RAILROAD COMPANY



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



                                  DULUTH, MISSABE AND IRON RANGE RAILWAY COMPANY



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



                                  ELGIN, JOLIET AND EASTERN RAILWAY COMPANY



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



                                  THE LAKE TERMINAL RAILROAD COMPANY



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



                                  MCKEESPORT CONNECTING RAILROAD COMPANY



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



                                  THE PITTSBURGH AND CONNEAUT DOCK COMPANY



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



                                  UNION RAILROAD COMPANY



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



                                  USS GREAT LAKES FLEET, INC.



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



                                  WARRIOR & GULF NAVIGATION COMPANY



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



                                  FAIRFIELD SOUTHERN COMPANY, INC.



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



                                  MOBILE RIVER TERMINAL COMPANY



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



                                  MON VALLEY RAILWAY COMPANY



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



                                  TRACKS TRAFFIC AND MANAGEMENT SERVICES, INC.



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



                                  TRANSALL , INC.



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


<PAGE>
                                                                    EXHIBIT J

                         AMENDMENT TO LICENSE AGREEMENT

          AMENDMENT (this  "Amendment"),  dated as of _____ __, [2000],  between
USX CORPORATION,  a Delaware  corporation  ("Licensor") on the one hand, and USS
GREAT LAKES FLEET, INC., a Delaware corporation ("Fleet"). All capitalized terms
used  herein  and not  otherwise  defined  shall  have the  respective  meanings
provided such terms in the License Agreement referred to below.

                              W I T N E S S E T H:
                               - - - - - - - - - -

          WHEREAS,  Licensor and Fleet are parties to a License  Agreement dated
as of December 28, 1988 (the "License Agreement"); and

          WHEREAS, USX, Transtar,  Inc. and Transtar Holdings, L.P. have entered
into that certain  Reorganization  and Exchange  Agreement (the  "Reorganization
Agreement") dated as of October __, 2000; and

          WHEREAS,  pursuant to the terms of the Reorganization  Agreement,  the
parties hereto desire to amend certain provisions of the License Agreement;

          NOW, THEREFORE, it is agreed:

          1. Section 8 of the License  Agreement  is hereby  amended by deleting
such section in its entirety and inserting the following text in lieu thereof:

          "TERM, TERMINATION.  This Agreement shall continue in effect until the
second anniversary of execution of this Agreement, except that Licensee shall be
permitted a period of one year there-after in which (i) to remove all use of the
USS in Circle from its ships, (ii) to obtain replace-ment station-ery,  business
cards and the like  deleting  all  references  to USS,  and (iii) to destroy all
bro-chures,  labels,  advertising and the like or obliterate or remove therefrom
all uses of the Names."

          2. Section 8 of the License  Agreement  is hereby  amended by deleting
such section in its entirety and inserting the following text in lieu thereof:

          "POST TERMINATION.  After the termination of this Agreement [or in the
event of  cancellation  of this  Agreement by Licensor  for material  default by
Licensee], Licensee shall thereafter cease using the Names except for the period
of one year as  expressly  provided  above in Section  8.  Within one year after
termination,  Licensee  shall  take  prompt and  immediate  action to notify all
Federal, State and local governmental bodies of its change in corporate name and
shall take such further  action as may be necessary to eliminate all  references
to the  designation  USS in  connection  with records of the  corporate  name of
Licensee.]"

          3. This  Amendment is limited as specified and shall not  constitute a
modification,  acceptance  or  waiver  of any  other  provision  of the  License
Agreement.

          4. This Amendment  shall be governed and construed in accordance  with
the laws of the  Commonwealth of  Pennsylvania,  with-out regard to such State's
choice of law provision.  This Amendment may be executed simul-tane-ously in two
or more counterparts, each of which shall be deemed an original but all of which
together shall constitute but one and the same instrument.

                                      * * *

          IN WITNESS WHEREOF,  each of the parties hereto has caused its name to
be  hereunto  subscribed  by its duly  authorized  officer  as of the date first
written above.


                                         USX CORPORATION



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


                                         USS GREAT LAKES FLEET, INC.



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

<PAGE>

                                                                 EXHIBIT K

                      AMENDMENT TO ASSET PURCHASE AGREEMENT

          AMENDMENT (this "Amendment"),  dated as of _____ __, [2000], among USX
CORPORATION,   a  Delaware  corporation  ("USX"),  TRANSTAR,  INC.,  a  Delaware
corporation  ("Transtar"),  the subsidiaries of Transtar  signatory hereto under
the caption  "USX  Companies"  (the "USX  Companies"),  Transtar  Holdings LP, a
Delaware  limited  partnership  ("Holdings")  and the  subsidiaries  of Holdings
signatory  hereto  under  the  caption   "Holdings   Companies"  (the  "Holdings
Companies").  All capitalized  terms used herein and not otherwise defined shall
have the respective meanings provided such terms in the Asset Purchase Agreement
referred to below.

                              W I T N E S S E T H:
                              - - - - - - - - - -

          WHEREAS,  USX, Transtar,  the USX Companies and the Holdings Companies
are parties to an Asset  Purchase  Agreement  dated as of December 28, 1988 (the
"Asset Purchase Agreement"); and

          WHEREAS,  USX,  Transtar,  Inc.  and  Holdings  have entered into that
certain  Reorganization and Exchange Agreement (the "Reorganization  Agreement")
dated as of October __, 2000; and

          WHEREAS,  pursuant to the terms of the Reorganization  Agreement,  the
parties  hereto  desire  to  amend  certain  provisions  of the  Asset  Purchase
Agreement;

          NOW, THEREFORE, it is agreed:

          1. Section 10.11 of the Asset Purchase  Agreement is hereby amended by
deleting such section in its entirety and  inserting the following  text in lieu
thereof:

          "Section 10.11 Pension  Liability by Reason of Subsequent  Events.  In
the event that the employment of any Employee employed by Holdings or a Holdings
Company has been  terminated  after  December 28, 1988 or is  terminated  in the
future as a direct or indirect  result of a job  elimination,  or by reason of a
shutdown or relocation of the business,  department or any subdivision  thereof,
or by reason of a break in continuous  service due to layoff,  and such Employee
has been or is granted an immediate non-contributory and/or contributory pension
under the USX Pension  Plan,  as amended,  or in the event that an arbitrator or
court of  competent  jurisdiction  has ruled or rules  that such a  Holdings  or
Holdings Company Employee is entitled to such a pension or to severance pay from
USX,  USX shall be  reimbursed  for the total cost of  benefits,  including  its
immediate  non-contributory  and contributory  pension or severance payment. The
total costs to be  reimbursed  include  the  benefits  paid to such  Employee as
severance pay and the pension  benefits paid to such Employee  during the period
between the date the pension  commenced or commences  and earlier of the date on
which  the  Employee  attains  age 62 or the  date on  which  such  Employee  is
re-employed  by Holdings or a Holdings  Company,  USX or a USX  Company.  To the
extent that such  reimbursement  has not been made, such  reimbursement is to be
made by Holdings or the Holdings Company, as the case may be, as and when USX or
the USX Pension Plan, as amended, makes payment for such benefits; provided that
in the event an Employee elects to receive a lump sum distribution under the USX
Pension Plan, as amended,  Holdings or the Holdings Company, as the case may be,
shall reimburse, to the extent such reimbursement has not been made, the monthly
pension  amount  that  would  have  been  payable  for each  month  prior to the
attainment of age 62.

          2. This  Amendment is limited as specified and shall not  constitute a
modification,  acceptance or waiver of any other provision of the Asset Purchase
Agreement.

          3. This Amendment  shall be governed and construed in accordance  with
the laws of the  Commonwealth of  Pennsylvania,  with-out regard to such State's
choice of law provision.  This Amendment may be executed simul-tane-ously in two
or more counterparts, each of which shall be deemed an original but all of which
together shall constitute but one and the same instrument.

                                      * * *

          IN WITNESS WHEREOF,  each of the parties hereto has caused its name to
be  hereunto  subscribed  by its duly  authorized  officer  as of the date first
written above.



                                  USX CORPORATION



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



                                  TRANSTAR, INC.



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

                                  TRANSTAR HOLDINGS, LP

                                  By: BLACKSTONE TRANSPORTATION
                                        COMPANY, INC., its General Partner



                                  By:
                                     ------------------------------------
                                     Name:   James J. Mossman
                                     Title:  President




                                  HOLDINGS COMPANIES:



                                  BESSEMER AND LAKE ERIE RAILROAD COMPANY



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



                                  DULUTH, MISSABE AND IRON RANGE RAILWAY COMPANY



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



                                  USS GREAT LAKES FLEET, INC.



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



                                  THE PITTSBURGH & CONNEAUT DOCK COMPANY



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



                                  MON VALLEY RAILWAY COMPANY



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



                                  CUYAHOGA DOCK COMPANY



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




                                  COMPANIES:



                                  BIRMINGHAM SOUTHERN RAILROAD COMPANY



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



                                  ELGIN, JOLIET AND EASTERN RAILWAY COMPANY



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



                                  THE LAKE TERMINAL RAILROAD COMPANY



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



                                  MCKEESPORT CONNECTING RAILROAD COMPANY



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



                                  UNION RAILROAD COMPANY



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



                                  WARRIOR & GULF NAVIGATION COMPANY



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



                                  FAIRFIELD SOUTHERN COMPANY, INC.



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



                                  MOBILE RIVER TERMINAL COMPANY



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



                                  TRACKS TRAFFIC AND MANAGEMENT SERVICES, INC.



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



                                  [TRANSALL, INC.



                                  By:
                                     ------------------------------------
                                     Name:
                                     Title:]



<PAGE>

                                                                    EXHIBIT L

         AMENDMENT NO. 1 TO SERVICES AND TECHNICAL ASSISTANCE AGREEMENT

          AMENDMENT  (this  "Amendment"),  dated as of _____ __, [2000],  by and
between USX CORPORATION,  a Delaware  corporation  ("USX"), and TRANSTAR INC., a
Delaware corporation ("Transtar"), on behalf of itself and of each of the Direct
Corresponding Companies and Indirect Corresponding Companies (each as defined in
the Asset Purchase  Agreement,  and hereinafter  referred to collectively as the
"Corresponding Companies").  All capitalized terms used herein and not otherwise
defined shall have the respective  meanings  provided such terms in the Services
and Technical Assistance Agreement (defined below).

                              W I T N E S S E T H:
                              - - - - - - - - - -

          WHEREAS,  USX and  Transtar,  on  behalf  of  itself  and  each of the
Corresponding  Companies,  are parties to a Services  and  Technical  Assistance
Agreement dated as of December 28, 1988 (the "1988 Services Agreement"); and

          WHEREAS,  USX, Transtar and Transtar Holdings,  LP, a Delaware limited
partnership,  have entered into a  Reorganization  and Exchange  Agreement  (the
"Reorganization Agreement") dated September __, 2000; and

          WHEREAS,  pursuant to the terms of the Reorganization  Agreement,  the
parties  hereto  desire  to  amend  certain  provisions  of  the  1988  Services
Agreement;

          NOW,  THEREFORE,  in  consideration  of the  foregoing  premises,  and
intending to be legally bound, the parties hereto agree as follows:

          1. Transtar  hereby  represents that it has not assigned any, nor all,
of its rights pursuant to Section 4.2 of the 1988 Services Agreement.

          2. The 1988  Services  Agreement  is hereby  amended by  deleting  all
references to the Direct  Corresponding  Companies,  the Indirect  Corresponding
Companies, the Corresponding Companies, and their respective agents,  successors
and assigns.

          3. Section 4.6 of the 1988  Services  Agreement  is hereby  amended by
deleting such section in its entirety and  inserting the following  text in lieu
thereof:

          "Nothing  expressed by or  mentioned in this  Agreement is intended or
shall be construed to give any person,  firm or  corporation  other than USX and
Transtar  any legal or equitable  right,  remedy or claim under or in respect of
this Agreement or any provisions herein, this Agreement being intended to be and
being for the sole and exclusive mutual benefit of USX and Transtar."

          4. This  Amendment is limited as specified and shall not  constitute a
modification,  acceptance or waiver of any other  provision of the 1988 Services
Agreement.

          5. This Amendment  shall be governed and construed in accordance  with
the laws of the  Commonwealth  of  Pennsylvania,  without regard to such State's
choice of law provision.

          6. This Amendment may be executed simultaneously in counterpart,  each
of which shall be deemed an original but both of which together shall constitute
but one and the same instrument.

                                      * * *

          IN WITNESS WHEREOF,  each of the parties hereto has caused its name to
be  hereunto  subscribed  by its duly  authorized  officer  as of the date first
written above.


                                  USX CORPORATION



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


                                  TRANSTAR, INC.



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

<PAGE>

                                                                 EXHIBIT O

                     BILLING METHODOLOGY FOR SHARED SERVICES

          The parties to each of the Services  Agreement  and the B&LE  Services
Agreement  agree to determine  initial  billing  rates for such  services on the
basis  of  Transtar's  2000  Business  Plan,   Transtar's  current  Service  and
Investment  Plan ("SIP"),  current salary and fringe benefit rates for employees
of  Transtar  and its  subsidiaries  as of the  Closing  Date,  and the  matters
reflected  in the B&LE  lease  rental  expense  (as  further  described  below).
Holdings shall have the right to  participate in the  development of future SIPs
for periods  covered by the Services  Agreement.  The parties shall  review,  or
cause to be reviewed,  billing  results for all costs  outlined  below every six
months.  Based upon such review, the parties shall retroactively  adjust billing
rates for the Services to reflect  actual  experience  and such billing rates as
adjusted,  shall  constitute  the billing  rates for the next six month  billing
period.

          1. MIS COSTS

          (a) Application Development and Support

          The projected cost for each project  itemized in any SIP which relates
to both the USX Companies and the Holdings  Companies  shall be allocated  among
the USX  Companies  and the  Holdings  Companies  scheduled  to benefit from the
project based upon actual revenues for the previous fiscal year of the companies
to which such project  relates.  Any special project that requires an adjustment
to the SIP shall be jointly  approved by a  representative  from each of the USX
Companies and the Holdings Companies.

          (b) Network and Communications

          These  costs  shall  be  allocated  among  the USX  Companies  and the
Holdings Companies based upon the number of nodes (network connections) attached
to the Transtar  Enterprise  Network that are  attributed to each company,  such
allocation to be subject to adjustment at each semi-annual review.

          (c) Centralized Production, Support and Administration

          These costs shall be divided  evenly between the USX Companies and the
Holdings  Companies at all times and shall not be subject to  adjustment at each
semi-annual review.

          2. ENGINEERING, OPERATING SYSTEMS AND LEGAL COSTS

          Initially,  the USX Companies and the Holdings Companies will each pay
50% of the incurred costs of these three  departments  between the USX Companies
and the Holdings  Companies.  The party providing these Services shall cause its
employees  to maintain  time  sheets to record  actual  work  performed  for the
benefit of each operating company. The parties shall use such time sheets as the
basis of a each  semi-annual  review to determine any adjustment to the original
50/50  allocation.  All hourly billing rates of a department shall represent the
composite  rate for such  department.  All billing  costs for  union-represented
employees  shall  be  represented  by  a  standard  composite  union-represented
employee.  All other  incurred  costs  excluding  employment  costs shall be the
actual costs of each department.

          3. PAYROLL, BENEFITS AND CLAIMS COSTS:

          The  costs  of  the  Payroll,   Benefits   Administration  and  Claims
departments for an employee of such departments shall reflect,  in the case of a
union represented employee, a standard composite  union-represented employee (as
determined  by Transtar  for  purposes  of the  relevant  collective  bargaining
agreements,  and the actual payroll expense of a management employee.  All other
incurred costs of a department shall be the actual costs of such department. The
costs of these  departments  shall be allocated on the basis of a moving average
of actual active  employees  (both  union-represented  employees and  management
employees).  The  allocation  of these costs shall  initially  be billed at on a
50/50 basis and shall be subject to adjustment at each semi-annual review.

          4. BUILDING RENTAL

          Holdings  shall bill  Transtar its share of the building  costs of the
main office building of B&LE pursuant to the terms of the  Monroeville  Building
Lease. Transtar shall allocate such costs to each of the departments noted above
according to their relative usage of Transtar's  space.  Each  department  shall
charge the USX  Companies  and the Holdings  Companies the portion of such costs
allocated to such department  according to their  respective use of the services
of such department.

<PAGE>

                                                                     EXHIBIT P

                     MEDIATION, ARBITRATION & FORCE MAJEURE

          1. MEDIATION. At any time prior to the commencement of any arbitration
provided under Section 2 of this agreement a party may submit a dispute  arising
hereunder to non-binding mediation.  The mediator shall be selected by the party
submitting  the  dispute  with the  concurrence  of the other  party  (not to be
unreasonably  withheld).  Neither  submission  of a  dispute  to  mediation  nor
conclusion of the mediation  process shall be a condition  precedent to exercise
of the arbitration procedures available to the parties under this agreement.  If
a dispute is submitted to mediation:

          1) the parties shall mediate the dispute in good faith;

          2) mediation shall occur in Allegheny County, Pennsylvania;

          3) final decision makers for each party on any matter in dispute shall
personally attend all mediation sessions;

          4) the mediator  shall have complete  control of the mediation  timing
and process, provided,  however, that the mediation shall conclude no later than
fourteen  (14)  calendar  days from the day of the initial  meeting  between the
mediator and the parties;

          5) all  agreements  reached in  mediation  shall be reduced to writing
before concluding the mediation process;

          6) the parties may, but shall not be obligated  to,  jointly  agree to
have the mediator make a final and binding decision;

          7) no discovery will be taken during the mediation process; and -

          8)  the  mediation  process  shall  be  confidential  and  each  party
participating shall have the right to designate any information  provided to the
mediator as "Confidential and Proprietary".

          2. ARBITRATION.  All disputes arising under this agreement shall, upon
the  good  faith  election  of  one of  the  parties,  be  referred  to  binding
arbitration   conducted   expeditiously   in  accordance   with  CPR  Rules  for
Non-Administered  Arbitration  of  Business  Disputes  ("CPR  Rules") by a three
person panel of  arbitrators,  each party  choosing one  arbitrator  and the two
arbitrators  so chosen  selecting a third,  neutral  arbitrator.  The failure or
inability of either party to choose an arbitrator or of the  arbitrators  chosen
by the  parties  to  select a third  neutral  arbitrator  shall be  resolved  in
accordance  with the CPR Rules.  Arbitration  shall be  conducted  at a mutually
convenient location in Allegheny County,  Pennsylvania or at such other location
as the  parties  may  agree.  The  award  in  writing  signed  by any two of the
arbitrators  shall be final  and  binding.  In order  to  resolve  any  disputes
hereunder,  the arbitrators  shall implement the specific rights and obligations
set forth in this  agreement  while  fulfilling  the intent  stated in Section 4
hereof.  Either party shall have the right to seek,  and the  arbitrators  shall
determine,  declaratory  relief of the nature generally set forth in the Uniform
Declaratory  Judgments Act (as in effect in the Commonwealth of Pennsylvania and
as the same may be amended  from time to time)  including,  but not  limited to,
questions of construction of this agreement,  or a declaration of rights, status
or other legal relations hereunder.  The arbitrators shall apply the substantive
statutory and common law of the  Commonwealth of Pennsylvania to the dispute and
the  evidentiary  laws of the  Commonwealth  of  Pennsylvania to the arbitration
proceeding.  The arbitration shall be governed by the United States  Arbitration
Act,  9 U.S.C.  Sections  1-16,  and  judgment  upon the  award  entered  by the
arbitrators  may be  entered  by any  court  having  jurisdiction  thereof.  The
arbitrators  shall not award  damages in excess of  compensatory  damages  (such
damages  may  include,  without  limitation,  the cost of  obtaining  reasonable
replacement  services  and other  reasonable  mitigation  costs).  The costs and
expenses of the arbitration  (other than attorneys' fees, if any) shall be borne
one-half  by  Holdings  and  one-half  by  Transtar.  The  arbitrators  shall be
permitted  to review  existing  documents  or records of any party to the extent
that, in the sole discretion of the  arbitrators,  such documents and/or records
are deemed to be relevant.  Either  party shall have the right to designate  any
information  sought in discovery or provided to the arbitrators at their request
as confidential and/or proprietary,  in which case the party so designating such
information may require the execution of a customary  confidentiality  agreement
with respect to such  information  prior to providing  such  information  to the
other party.

          3. FORCE MAJEURE.  In the event  Transtar's  performance  hereunder is
delayed or made  impossible or  commercially  impracticable  due to war,  flood,
riot,  fire,  explosion,  strike,  lockout  or other  difference  with  workers,
shortage of energy  sources,  material or labor,  delay in or compliance with or
other action taken to carry out the intent or purpose of any law,  regulation or
other  requirement  of any  governmental  authority,  Acts of God,  or any cause
beyond Transtar's  control,  Transtar shall have additional time within which to
perform this agreement as may be reasonably  necessary under the  circumstances.
Nothing  contained in this paragraph  shall be interpreted to extend the term of
this  agreement or to require  Transtar to provide  services for longer than the
periods specified herein. ] In case of any dispute as to the reasonableness of a
resulting delay in  performance,  the parties shall submit the matter to dispute
resolution  in  accordance  with the  procedures  set forth in  Sections 1 and 2
above.

          4.  INTENT  OF  AGREEMENT.   This   agreement,   and  all   agreements
implementing  this agreement,  shall be administered and interpreted in order to
fulfill  the  intent  stated in this  Section 4. Any  arbitrator(s)  considering
disputes  pursuant to Section 2 hereof shall attempt to render a decision  which
fulfills the express terms of this  agreement,  while  attempting to fulfill the
intent stated in this Section 4. Such intent includes the following principles:

          (a) The parties hereto intend that no party, successor or assign shall
be either  unreasonably  enriched or unreasonably  harmed by any  implementation
and/or  interpretation  of  said  terms,   conditions  and  provisions  of  this
agreement.

          (b)  Services  should be  provided to both the USX  Companies  and the
Holdings Companies on a non-discriminatory  basis and, unless otherwise mutually
agreed,  based on the same  priorities as those on which  services were provided
immediately prior to the date of this agreement.

          (c)  The  Services  provider  shall  be  responsible  for  maintaining
consistent  quality  levels for all  Services.  Services will be provided on the
basis of (including frequency, schedule, level of detail and other matters), and
at least at, the quality at which they were  provided  immediately  prior to the
date of this agreement.

          (d) Other than to assist and  cooperate  with the  migration  to a new
service  provider,  the  Services  provided  pursuant to this  agreement  do not
include  transition or  installation  services.  Further,  it is understood  and
agreed  that  the  transactions  outlined  in the  Reorganization  and  Exchange
Agreement  contemplate that each Holdings Company, and Holdings to the extent it
receives Services,  will eventually incur the cost to transition and migrate its
Services needs to another service provider.

          (e) No warranty, implied or otherwise, is provided with any Service or
transition service. USX and the USX Companies disclaim all liability,  including
that arising from the  negligence  of USX and the USX  Companies or any of their
directors, officers, employees, agents, contractors or suppliers for any Service
provided,  or any failure to perform  under the Services  Agreement,  except for
that which arises out of bad faith, gross negligence or intentional misconduct

<PAGE>

                                                                  Exhibit Q

                                Lease Term Sheet

         The  following  represent  the  material  terms  of  the  lease  of the
Monroeville premises currently occupied by the USX Companies.  Capitalized terms
used herein and not otherwise  defined  herein shall have the meanings set forth
in the  Reorganization  and  Exchange  Agreement  to which this Term Sheet is an
Exhibit.

Lessor........................ Bessemer & Lake Erie Railroad Company ("B&LE")

Lessee........................ Transtar, Inc. ("Transtar")

Premises...................... Approximately 115,153 square feet of office space
     located in the B&LE's headquarters  building located at 135 Jamison Lane in
     Monroeville, Pennsylvania.

Term..........................  Commencing  on the date of the  split-off of the
     Holding  Companies and coterminous with the Services  Agreement  (excluding
     renewals  under  Section  7.3(e)(iii)  of the  Reorganization  and Exchange
     Agreement).

Renewals...................... No renewal options will be included in the lease.

Rent..........................  $13.881(1)  per square foot (the "Basic  Rent").
     Basic Rent will  reflect the costs of floor  space,  property  tax expense,
     ordinary  course  repair and  maintenance,  cafeteria  subsidy,  utilities,
     janitorial and cleaning services, depreciation,  landscaping, snow removal,
     medical  service  provided by the building,  mail delivery  provided by the
     building and all other building services  currently  provided and all other
     costs  associated  with the leased  premises.  In the event that the square
     footage  utilized  by the  Lessee  is  reduced  as a  result  of a  service
     reduction by the  Holdings  Companies  pursuant to the Services  Agreement,
     then the aggregate Basic Rent will be adjusted to reflect such reduction in
     utilized square footage.
(1)  This rent  calculation  will be subject to confirmation by USX and Holdings
     prior to the execution of the lease.

CPI  Adjustment................  The  Lessor  shall have the right to adjust the
     Basic  Rent  upward  at  any  time  after  the  first  anniversary  of  the
     commencement of the lease term by a factor equal to the percentage increase
     in the average CPI Urban  Cities  Average over the trailing six months over
     the average CPI Urban Cities Average over the trailing six months as of the
     month and year of the last increase in the Basic Rent, or if there has been
     no such increase,  the date of the commencement of the lease term; provided
     that not more than one such  increase  shall be  effected  in any six month
     period.

MajorRepairs/CapEx...........  Relocation  of offices  shall be mutually  agreed
     upon  and  shall  be  paid  for by  the  party  initiating  the  move.  Any
     maintenance project with a total projected cost of more than $100,000 shall
     be discussed and jointly approved by the Lessor and the Lessee prior to the
     actual  commencement  of any project;  such approval not to be unreasonably
     withheld;  provided  that the  Lessee  shall not have the right to  approve
     repairs or maintenance  which are, in the judgment of Holdings,  reasonably
     necessary  to preserve  the  structural  soundness  of the  building or the
     protect the safety of the occupants.  Unless otherwise agreed,  the cost of
     any major  repair  shall not be  included  in Basic Rent and shall be borne
     separately by the parties and shall be allocated  based upon their relative
     utilization of the building.

Default.......................  The  lease  shall  contain  customary  events of
     default.  The Lessor shall have the right to retake the leased premises and
     to terminate  the lease in the event of a default  that goes uncured  after
     thirty days' notice and opportunity to cure.

Dispute  Resolution............  The  lease  will  contain  dispute   resolution
     provisions similar to those set forth in the Services Agreement.