<PAGE>
                                                                     EXHIBIT 4.6


                      SECOND AMENDMENT TO RIGHTS AGREEMENT

         THIS SECOND AMENDMENT TO RIGHTS AGREEMENT, dated as of December 31,
2001, is entered into between USX Corporation, a Delaware corporation, to be
renamed "Marathon Oil Corporation" (the "Company" or "Marathon Oil
Corporation"), and National City Bank, as Rights Agent (the "Successor Rights
Agent" or "National City Bank").

         WHEREAS, the Company and Mellon Investor Services LLC are parties to
that certain Rights Agreement (the "Rights Agreement"), dated as of September
28, 1999, as amended on July 2, 2001 (capitalized terms used but not defined
herein shall have the meanings ascribed to them in the Rights Agreement); and

         WHEREAS, on July 31, 2001, the Company entered into an Agreement and
Plan of Reorganization (the "Plan of Reorganization"), by and between the
Company and United States Steel LLC, a Delaware limited liability company and a
wholly owned subsidiary of the Company, to be converted into a Delaware
corporation named "United States Steel Corporation" ("United States Steel");
pursuant to the Plan of Reorganization, USX Merger Corporation, a Delaware
corporation and a wholly owned subsidiary of the Company, shall be merged (the
"Separation Merger") with and into the Company, and, as a result of the
Separation Merger, the assets and businesses of the U. S. Steel Group of the
Company shall be owned and operated by United States Steel, an independent
company, wholly owned by the holders of the then outstanding shares of USX-U. S.
Steel Group Common Stockholders (the "Separation"); and

         WHEREAS, the Board of Directors of the Company has determined it to be
in the best interests of the Company and its stockholders to amend the Rights
Agreement pursuant to Section 21 thereof, in connection with the Separation, to
appoint National City Bank as successor rights agent to Mellon Investor Services
LLC (the "Predecessor Rights Agent)"; and

         WHEREAS, in connection with the Separation and pursuant to Section
4.5(b) of the Plan of Reorganization, it is desirable for the Company to amend
the Rights Agreement to provide that the Steel Rights shall expire at the
effective time of the Separation Merger; and



<PAGE>

         WHEREAS, the Company and the Rights Agent desire to amend the Rights
Agreement in accordance with the provisions of Section 26 thereof in connection
with the Separation to provide for the expiration of the Steel Rights, in
accordance with the terms hereof.

         NOW, THEREFORE, in consideration of the foregoing and the mutual
agreements set forth herein, the parties hereto agree as follows:

         1. Effective at the effective time of the Separation Merger, and
without any further action by the Company or the Rights Agent, the Steel Rights
shall expire and shall be null and void and of no further force or effect.

         2. From and after the effective time of the Separation Merger, all
references in the Rights Agreement to USX Corporation shall be deemed to be
references to "Marathon Oil Corporation".

         3. From and after the effective time of the Separation Merger, all
references in the Rights Agreement to Marathon Stock and Voting Stock shall be
deemed to be references to the common stock, par value $1.00 per share, of
Marathon Oil Corporation.

         4. From and after the effective time of the Separation Merger, National
City Bank shall succeed the Predecessor Rights Agent and be the Successor Rights
Agent in accordance with Sections 21 and 27 of the Rights Agreement.

         5. This Amendment shall be deemed to be a contract made under the laws
of the State of Delaware and for all purposes shall be governed by and construed
in accordance with the laws of such State, without regard to the principles of
conflicts of laws thereof.

         6. This Amendment may be executed in any number of counterparts. It
shall not be necessary that the signature of or on behalf of each party appears
on each counterpart, but it shall be sufficient that the signature of or on
behalf of each party appears on one or more of the counterparts. All
counterparts shall collectively constitute a single agreement.

         7. Except as expressly set forth herein, this Amendment shall not by
implication or otherwise alter, modify, amend or in any way affect any of the
terms, conditions, obligations, covenants or agreements contained in the Rights

                                       2
<PAGE>

Agreement, all of which are ratified and affirmed in all respects and shall
continue in full force and effect.

         8. If any term, provision, covenant or restriction of this Amendment
is held by a court of competent jurisdiction or other authority to be invalid,
void or unenforceable, the remainder of the terms, provisions, covenants and
restrictions of this Amendment and of the Rights Agreement, shall remain in full
force and effect and shall in no way be affected, impaired or invalidated.

                            [SIGNATURE PAGE FOLLOWS]



                                       3

<PAGE>

         IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and attested, all as of the date and year first above written.

                                USX CORPORATION
                                (to be renamed Marathon Oil Corporation)


                                By: /s/ K. L. Matheny
                                    --------------------------------------
                                    K. L. Matheny
                                    Vice President - Investor Relations




                                NATIONAL CITY BANK, as Rights Agent


                                By: /s/ V. W. LaTessa
                                    --------------------------------------
                                    Victor LaTessa
                                    Vice President



                                       4
<PAGE>
                       FIRST AMENDMENT TO RIGHTS AGREEMENT

         THIS FIRST AMENDMENT TO RIGHTS AGREEMENT, dated as of July 2, 2001, is
entered into between USX Corporation, a Delaware corporation (the "Company"),
USX HoldCo, Inc., a Delaware corporation and a wholly owned subsidiary of the
Company, to be renamed "USX Corporation" ("HoldCo") and Mellon Investor Services
LLC (formerly known as ChaseMellon Shareholder Services, L.L.C.), as Rights
Agent (the "Rights Agent").

         WHEREAS, the Company and the Rights Agent are parties to that certain
Rights Agreement (the "Rights Agreement"), dated as of September 28, 1999
(capitalized terms used but not defined herein shall have the meanings ascribed
to them in the Rights Agreement);

         WHEREAS, the Company is effecting a holding company reorganization
whereby the Company shall merge with and into United States Steel LLC, a
Delaware limited liability company and a wholly owned subsidiary of HoldCo (the
"HoldCo Merger"), and, as a result of the HoldCo Merger, HoldCo shall become a
holding company wholly owned by the stockholders of the Company and shall own
all of the equity of United States Steel LLC and Marathon Oil Company;

         WHEREAS, in connection with the HoldCo Merger, it is desirable for the
Company to assign to HoldCo all of the Company's rights and obligations under
the Rights Agreement and for HoldCo to assume and agree to perform all of the
Company's obligations under the Rights Agreement; and

         WHEREAS, the Company, HoldCo and the Rights Agent desire to amend the
Rights Agreement in accordance with the provisions of Section 26 thereof in
connection with the HoldCo Merger to effect such assignment to and assumption by
HoldCo of the Rights Agreement, in accordance with the terms hereof.

         NOW, THEREFORE, in consideration of the foregoing and the mutual
agreements set forth herein, the parties hereto agree as follows:

         1. Effective at the effective time of the HoldCo Merger, the Company
hereby assigns to HoldCo all of its rights and obligations under the Rights
Agreement, and HoldCo hereby accepts such assignment and assumes and agrees to
perform and discharge when due all of the Company's obligations under the Rights
Agreement. From and after the effective time of the HoldCo Merger, all
references in the Rights Agreement to the Company shall be deemed to be
references to HoldCo and all references to USX-U.S. Steel Group Common Stock of
the Company, USX Marathon Group Common Stock of the Company and Preferred Stock
of the Company shall be deemed to be USX-U.S. Steel Group Common Stock of
HoldCo, USX Marathon Group Common Stock of HoldCo and Preferred Stock of HoldCo,
respectively.

         2. The first sentence of Section 2 of the Rights Agreement is
hereby deleted and replaced with the following:

         "The Company hereby appoints the Rights Agent to act as agent for the
Company in accordance with the terms and conditions hereof, and the Rights Agent
hereby accepts such appointment. The Company may from time to time appoint such
Co-Rights Agents as it may deem necessary or desirable."

         3. This Amendment shall be deemed to be a contract made under the laws
of the State of Delaware and for all purposes shall be governed by and construed
in accordance with the laws of such State, without regard to the principles of
conflicts of laws thereof.


                                       1
<PAGE>

         4. This Amendment may be executed in any number of counterparts. It
shall not be necessary that the signature of or on behalf of each party appears
on each counterpart, but it shall be sufficient that the signature of or on
behalf of each party appears on one or more of the counterparts. All
counterparts shall collectively constitute a single agreement.

         5. Except as expressly set forth herein, this Amendment shall not by
implication or otherwise alter, modify, amend or in any way affect any of the
terms, conditions, obligations, covenants or agreements contained in the Rights
Agreement, all of which are ratified and affirmed in all respects and shall
continue in full force and effect.

         6. If any term, provision, covenant or restriction of this Amendment is
held by a court of competent jurisdiction or other authority to be invalid, void
or unenforceable, the remainder of the terms, provisions, covenants and
restrictions of this Amendment and of the Rights Agreement, shall remain in full
force and effect and shall in no way be affected, impaired or invalidated.

                          [SIGNATURE PAGE FOLLOWS]



                  IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed and attested, all as of the date and year first
above written.

                            USX CORPORATION



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


                            USX HOLDCO, INC.



                            By: /s/ R. M. Stanton
                               -----------------------------------------
                                  Name: R. M. Stanton
                                  Title: President


                            MELLON INVESTOR SERVICES LLC
                            (formerly known as CHASEMELLON SHAREHOLDER
                            SERVICES, L.L.C.) as Rights Agent



                            By: /s/ Cynthia Pacolay
                               -----------------------------------------

                                  Name: Cynthia Pacolay
                                  Title:  Vice President

                                       2
<PAGE>
                                 USX CORPORATION

                                       and

                     CHASEMELLON SHAREHOLDER SERVICES, L.L.C.

                                  Rights Agent



                                Rights Agreement,
                         Dated as of September 28, 1999




                                TABLE OF CONTENTS

<Table>
<S>                                                                       <C>
      Section 1.     Certain Definitions ................................. 2
      Section 2.     Appointment of Rights Agent ......................... 6
      Section 3.     Issue of Rights Certificates ........................ 6
      Section 4.     Form of Rights Certificates ......................... 8
      Section 5.     Countersignature and Registration ................... 9
      Section 6.     Transfer, Split Up, Combination and Exchange
                     of Rights Certificates; Mutilated, Destroyed,
                     Lost or Stolen Rights Certificates .................. 9
      Section 7.     Exercise of Rights; Purchase Price; Expiration
                     Date of Rights ......................................10
      Section 8.     Cancellation and Destruction of Rights
                     Certificates ....................................... 12
      Section 9.     Reservation and Availability of Capital Stock ...... 12
      Section 10.    Preferred Stock Record Date ........................ 13
      Section 11.    Adjustment of Purchase Price, Number and
                     Kind of Shares or Number of Rights ................. 14
      Section 12.    Certificate of Adjusted Purchase Price or
                     Number of Shares ................................... 22
      Section 13.    Consolidation, Merger or Sale or Transfer
                     of Assets or Earning Power ......................... 22
      Section 14.    Fractional Rights and Fractional Shares ............ 24
      Section 15.    Rights of Action ................................... 25
      Section 16.    Agreement of Rights Holders ........................ 25
      Section 17.    Rights Certificate Holder Not Deemed a
                     Stockholder ........................................ 26
      Section 18.    Concerning the Rights Agent ........................ 26
      Section 19.    Merger or Consolidation or Change of Name of Rights
                     Agent .............................................. 27
      Section 20.    Duties of Rights Agent ............................. 27
      Section 21.    Change of Rights Agent ............................. 29
      Section 22.    Issuance of New Rights Certificates ................ 30
      Section 23.    Redemption and Termination ......................... 30
      Section 24.    Notice of Certain Events ........................... 31
      Section 25.    Notices ............................................ 31
      Section 26.    Supplements and Amendments ......................... 32
      Section 27.    Successors ......................................... 32
      Section 28.    Determinations and Actions by the
                     Board of Directors, etc. ........................... 32
      Section 29.    Exchange ........................................... 33
      Section 30.    Benefits of this Agreement ......................... 34
      Section 31.    Severability ....................................... 34
      Section 32.    Governing Law ...................................... 35
      Section 33.    Counterparts ....................................... 35
      Section 34.    Descriptive Headings ............................... 35
</Table>

<PAGE>

                                RIGHTS AGREEMENT


      RIGHTS AGREEMENT, dated as of September 28, 1999 (the "Agreement"),
 between USX Corporation, a Delaware corporation (the "Company"), and
 ChaseMellon Shareholder Services, L.L.C., a New Jersey limited liability
 company (the "Rights Agent").


                                   WITNESSETH

      WHEREAS, the Board of Directors of the Company (the "Board of Directors")
 heretofore authorized the Rights Agreement, originally dated as of October 10,
 1989 and as subsequently amended (the "Original Rights Agreement");

      WHEREAS, on September 28, 1999, the Board of Directors determined it
 desirable and in the best interests of the Company and its stockholders for the
 Company to extend the benefits afforded by the Original Agreement and to
 implement such extension by executing this Agreement;

      WHEREAS, on September 28, 1999 (the "Rights Dividend Declaration Date"),
 the Board of Directors authorized and declared a dividend distribution of one
 USX-U.S. Steel Group Right (a "Steel Right") for each share of Steel Stock (as
 defined herein) outstanding upon the close of business on October 9, 1999 (the
 "Record Date"), and has authorized the issuance of one Steel Right (as such
 number may hereinafter be adjusted pursuant to the provisions of Section 11(p)
 hereof) for each share of Steel Stock issued (whether as an original issuance
 or from the Company's treasury) between the Record Date and the Distribution
 Date (as hereinafter defined) and in certain other circumstances provided
 herein;


                                       1
<PAGE>

      WHEREAS, on the Rights Dividend Declaration Date, the Board of Directors
 authorized and declared a dividend distribution of one USX- Marathon Group
 Right (a "Marathon Right") for each share of Marathon Stock (as defined herein)
 outstanding upon the close of business on the Record Date, and has authorized
 the issuance of one Marathon Right (as such number may hereinafter be adjusted
 pursuant to the provisions of Section 11(p) hereof) for each share of Marathon
 Stock issued (whether as an original issuance or from the Company's treasury)
 between the Record Date and the Distribution Date and in certain other
 circumstances provided herein; and

      WHEREAS, each Marathon Right and Steel Right (together, the "Rights")
 initially represent the right to purchase one one-hundredth of a share of
 Series A Junior Preferred Stock of the Company, upon the terms and subject to
 the conditions hereinafter set forth.

      NOW, THEREFORE, in consideration of the premises and the mutual agreements
 herein set forth, the parties hereby agree as follows:

           Section 1.     Certain Definitions.  For purposes of this
 Agreement, the following terms have the meanings indicated:

                (a) "Acquiring Person" shall mean any Person who or which,
 together with any of its Affiliates and Associates, shall be the Beneficial
 Owner of shares of Voting Stock representing 15% or more of the outstanding
 Voting Power of the Company, but shall not include (i) the Company, any
 Subsidiary of the Company, any employee benefit plan of the Company or of any
 Subsidiary of the Company, or any Person or entity organized, appointed or
 established by the Company for or pursuant to the terms of any such plan, (ii)
 any Person whose ownership of shares of Voting Stock representing 15% or more
 of the outstanding Voting Power of the Company results solely from the
 Company's calculation from time to time of the relative voting rights of the
 Marathon Stock and Steel Stock, unless and until such Person, after becoming
 aware that such Person has become the Beneficial Owner of fifteen percent (15%)
 or more of the outstanding shares of Voting Stock, acquires Beneficial
 Ownership of additional shares of Voting Stock representing one percent (1%) or
 more of the shares of Voting Stock then outstanding, (iii) any Person who
 becomes the Beneficial Owner of shares representing fifteen percent (15%) or
 more of the outstanding Voting Power of the Company solely as a result of a
 reduction in the number of shares of Voting Stock outstanding due to the
 repurchase of shares of Voting Stock by the Company, unless and until such
 Person, after becoming aware that such Person has become the Beneficial Owner
 of fifteen percent (15%) or more of the then outstanding shares of Voting
 Stock, acquires Beneficial Ownership of additional shares of Voting Stock
 representing one percent (1%) or more of the shares of Voting Stock then
 outstanding, or (iv) any such Person who has reported or is required to report
 such ownership (but less than twenty percent (20%)) on Schedule 13G under the
 Securities Exchange Act of 1934, as amended and in effect on the date of the
 Agreement (the "Exchange Act") (or any comparable or successor report) or on
 Schedule 13D under the Exchange Act (or any comparable or successor report)
 which Schedule 13D does not state any intention to or reserve the right to
 control or influence the management or policies of the Company or engage in any
 of the actions specified in Item 4 of such schedule (other than the disposition
 of the Voting Stock) and, within ten Business Days of being requested by the
 Company to advise it regarding the same, certifies to the Company that such
 Person acquired shares of Voting Stock in excess of 14.9% inadvertently or
 without knowledge of the terms of the Rights and who, together with all
 Affiliates and Associates, thereafter does not acquire additional shares of
 Voting Stock while remaining the Beneficial Owner of 15% or more of the shares
 of Voting Stock then outstanding; provided, however, that if the Person
 requested to so certify fails to do so within ten Business Days, then such
 Person shall become an Acquiring Person immediately after such ten Business Day
 period.



                                       2
<PAGE>

                (b)  "Act" shall have the meaning set forth in Section 9(c)
 hereof.

                (c)  "Adjustment Shares" shall have the meaning set forth in
 Section 11(a)(ii) hereof.

                (d) "Affiliate" and "Associate" shall have the respective
 meanings ascribed to such terms in Rule 12b-2 of the General Rules and
 Regulations under the Exchange Act.

                (e)  "Agreement" shall have the meaning set forth in the
 recitals to this Agreement.

                (f)  A Person shall be deemed the "Beneficial Owner" of, and
 shall be deemed to "beneficially own," any securities

                     (i) which such Person or any of such Person's Affiliates or
      Associates, directly or indirectly, has the right to acquire (whether such
      right is exercisable immediately or only after the passage of time)
      pursuant to any agreement, arrangement or understanding (whether or not in
      writing) or upon the exercise of conversion rights, exchange rights,
      rights, warrants or options, or otherwise; provided, however, that a
      Person shall not be deemed the "Beneficial Owner" of, or to "beneficially
      own," (A) securities tendered pursuant to a tender or exchange offer made
      by such Person or any of such Person's Affiliates or Associates until such
      tendered securities are accepted for purchase or exchange, (B) securities
      issuable upon exercise of Rights at any time prior to the occurrence of a
      Triggering Event, or (C) securities issuable upon exercise of Rights from
      and after the occurrence of a Triggering Event which Rights were acquired
      by such Person or any of such Person's Affiliates or Associates prior to
      the Distribution Date or pursuant to Section 3(a) or Section 22 hereof
      (the "Original Rights") or pursuant to Section 11(i) hereof in connection
      with an adjustment made with respect to any Original Rights;

                     (ii) which such Person or any of such Person's Affiliates
      or Associates, directly or indirectly, has the right to vote or dispose of
      or has "beneficial ownership" of (as determined pursuant to Rule 13d-3 of
      the General Rules and Regulations under the Exchange Act), including
      pursuant to any agreement, arrangement or understanding, whether or not in
      writing; provided, however, that a Person shall not be deemed the
      "Beneficial Owner" of, or to "beneficially own," any security under this
      subparagraph (ii) as a result of an agreement, arrangement or
      understanding to vote such security if such agreement, arrangement or
      understanding: (A) arises solely from a revocable proxy given in response
      to a public proxy or consent solicitation made pursuant to, and in
      accordance with, the applicable provisions of the General Rules and
      Regulations under the Exchange Act, (B) is not also then reportable by
      such Person on Schedule 13D under the Exchange Act (or any comparable or
      successor report) and (C) does not constitute a trust, proxy, power of
      attorney or other device with the purpose or effect of allowing two or
      more persons, acting in concert, to avoid being deemed "beneficial owners"
      of such security or otherwise avoid the status of "Acquiring Person" under
      the terms of this Agreement or as part of a plan or scheme to avoid the
      reporting requirements under Schedule 13D or Sections 13(d) or 13(g) of
      the Exchange Act; or

                     (iii) which are beneficially owned, directly or indirectly,
      by any other Person (or any Affiliate or Associate thereof) with which
      such Person (or any of such Person's Affiliates or Associates) has any
      agreement, arrangement or understanding (whether or not in writing), for
      the purpose of acquiring, holding, voting





                                       3
<PAGE>

      (except pursuant to a revocable proxy as described in the proviso to
      subparagraph (ii) of this paragraph (f)) or disposing of any voting
      securities of the Company; provided, however, that nothing in this
      paragraph (f) shall cause a Person engaged in business as an underwriter
      of securities to be the "Beneficial Owner" of, or to "beneficially own,"
      any securities acquired through such Person's participation in good faith
      in a firm commitment underwriting until the expiration of forty days after
      the date of such acquisition, and then only if such securities continue to
      be owned by such Person at such expiration of forty days.

                (g)  "Board of Directors" shall have the meaning set forth
 in the recitals to this Agreement.

                (h) "Business Day" shall mean any day other than a Saturday,
 Sunday or a day on which banking institutions in the jurisdiction of the
 formation of the Rights Agent are authorized or obligated by law or executive
 order to close.

                (i) "Close of business" on any given date shall mean 5:00 P.M.,
 New York City time, on such date; provided, however, that if such date is not a
 Business Day it shall mean 5:00 P.M., New York City time, on the next
 succeeding Business Day.

                (j) "Common Stock" when used with reference to any Person, shall
 mean the capital stock of such Person with the greatest voting power, or the
 equity securities or other equity interest having power to control or direct
 the management, of such Person.

                (k) "Common Stock Equivalents" shall have the meaning set forth
 in Section 11(a)(iii) hereof.

                (l)  "Company" shall have the meaning set forth in the
 recitals to this Agreement.

                (m) "Current Market Price" shall have the meaning set forth in
 Section 11(d)(i) hereof.

                (n)  "Current Value" shall have the meaning set forth in
 Section 11(a)(iii) hereof.

                (o)  "Distribution Date" shall have the meaning set forth in
 Section 3(a) hereof.

                (p) "Equivalent Preferred Stock" shall have the meaning set
 forth in Section 11(b) hereof.

                (q)  "Exchange Act" shall have the meaning set forth in
 Section l(a) hereof.

                (r)  "Exchange Ratio" shall have the meaning set forth in
 Section 29(a) hereof.

                (s)  "Expiration Date" shall have the meaning set forth in
 Section 7(a) hereof.

                (t) "Final Expiration Date" shall have the meaning set forth in
 Section 7(a) hereof.

                (u)  "Marathon Right" shall have the meaning set forth in
 the recitals to this Agreement.

                (v) "Marathon Rights Certificates" shall have the meaning set
 forth in Section 3(a) hereof.




                                       4
<PAGE>


                (w) "Marathon Stock" shall mean the USX-Marathon Group Common
 Stock, par value $1.00 per share, of the Company.

                (x)  "NASDAQ" shall have the meaning set forth in Section
 11(d)(i) hereof.

                (y)  "Original Rights" shall have the meaning set forth in
 Section 1(f) hereof.

                (z) "Original Rights Agreement" shall have the meaning set forth
 in the recitals to this Agreement.

                (aa) "Person" shall mean any individual, firm, corporation,
 partnership, limited liability company or other entity.

                (bb) "Preferred Stock" shall mean shares of Series A Junior
 Preferred Stock, without par value, of the Company, and, to the extent that
 there are not a sufficient number of shares of Series A Junior Preferred Stock
 authorized to permit the full exercise of the Rights, any other series of
 Preferred Stock, without par value, of the Company designated for such purpose
 containing terms substantially similar to the terms of the Series A Junior
 Preferred Stock.

                (cc) "Principal Party" shall have the meaning set forth in
 Section 13(b) hereof.

                (dd) "Purchase Price" shall have the meaning set forth in
 Section 4(a) hereof.

                (ee) "Qualifying Offer" shall have the meaning set forth in
 Section 11(a)(ii) hereof.

                (ff) "Record Date" shall have the meaning set forth in the
 recitals to this Agreement.

                (gg) "Redemption Price" shall have the meaning set forth in
 Section 23(a) hereof.

                (hh) "Rights" shall have the meaning set forth in the
 recitals to this Agreement.

                (ii) "Rights Agent" shall have the meaning set forth in the
 recitals to this Agreement.

                (jj) "Rights Certificates" shall have the meaning set forth in
 Section 3(a) hereof.

                (kk) "Rights Dividend Declaration Date" shall have the meaning
 set forth in the recitals to this Agreement.

                (ll) "Section 11(a)(ii) Event" shall mean any event described in
 Section 11(a)(ii) hereof.

                (mm) "Section 11(a)(ii) Trigger Date" shall have the meaning set
 forth in Section 11(a)(iii) hereof.

                (nn) "Section 13 Event" shall mean any event described in clause
 (x), (y) or (z) of Section 13(a) hereof.

                (oo) "Spread" shall have the meaning set forth in Section
 11(a)(iii) hereof.

                (pp) "Steel Right" shall have the meaning set forth in the
 recitals to this Agreement.




                                       5
<PAGE>


                (qq) "Steel Rights Certificates" shall have the meaning set
 forth in Section 3(a) hereof.

                (rr) "Steel Stock" shall mean the USX-U.S. Steel Group Common
 Stock, par value $1.00 per share, of the Company.

                (ss) "Stock Acquisition Date" shall mean the first date of
 public announcement (which, for purposes of this definition, shall include,
 without limitation, a report filed or amended pursuant to Section 13(d) under
 the Exchange Act) by the Company or an Acquiring Person that an Acquiring
 Person has become such, other than pursuant to a Qualifying Offer.

                (tt) "Subsidiary" shall mean, with reference to any Person, any
 corporation of which an amount of voting securities sufficient to elect at
 least a majority of the directors of such corporation is beneficially owned,
 directly or indirectly, by such Person, or otherwise controlled by such Person.

                (uu) "Substitution Period" shall have the meaning set forth in
 Section 11(a)(iii) hereof.

                (vv) "Summary of Rights" shall have the meaning set forth in
 Section 3(b) hereof.

                (ww) "Trading Day" shall have the meaning set forth in Section
 11(d)(i) hereof.

                (xx) "Triggering Event" shall mean any Section 11(a)(ii) Event
 or any Section 13 Event.

                (yy) "Voting Power" shall mean the total voting power
 represented by the outstanding Marathon Stock and the outstanding Steel Stock.

                (zz) "Voting Stock" shall mean the Marathon Stock and the
 Steel Stock.

           Section 2. Appointment of Rights Agent. The Company hereby appoints
 the Rights Agent to act as agent for the Company and the holders of the Rights
 in accordance with the terms and conditions hereof, and the Rights Agent hereby
 accepts such appointment. The Company may from time to time appoint such
 Co-Rights Agents as it may deem necessary or desirable.

           Section 3. Issue of Rights Certificates.

                (a) Until the earlier of (i) the close of business on the tenth
 Business Day after the Stock Acquisition Date (or, if the tenth Business Day
 after the Stock Acquisition Date occurs before the Record Date, the close of
 business on the Record Date) or (ii) the close of business on the tenth
 Business Day (or such later date as may be determined by the Board of
 Directors) after the date that a tender or exchange offer by any Person (other
 than the Company, any Subsidiary of the Company, any employee benefit plan of
 the Company or of any Subsidiary of the Company, or any Person or entity
 organized, appointed or established by the Company for or pursuant to the terms
 of any such plan) is first published or sent or given within the meaning of
 Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, if,
 upon consummation thereof, such Person would become an Acquiring Person, in
 either instance, other than pursuant to a Qualifying Offer (the earlier of (i)
 and (ii) being herein referred to as the "Distribution Date"), (x) the Marathon
 Rights and Steel Rights will be evidenced (subject to the provisions of
 paragraph (b) of



                                       6
<PAGE>


 this Section 3) by the certificates for the Marathon Stock and Steel Stock,
 respectively, registered in the names of the holders of such Voting Stock
 (which certificates for Marathon Stock and Steel Stock shall be deemed also to
 be certificates for Marathon Rights and Steel Rights, respectively) and not by
 separate certificates, and (y) the Rights will be transferable only in
 connection with the transfer of the underlying shares of Voting Stock
 (including a transfer to the Company). As soon as practicable after the
 Distribution Date, the Company shall promptly notify the Rights Agent thereof
 and provide the Rights Agent with a shareholders list of Marathon Stock and
 Steel Stock, and the Rights Agent will send or cause to be sent by first-class,
 insured, postage prepaid mail, to each record holder of (i) the Marathon Stock
 as of the close of business on the Distribution Date, at the address of such
 holder shown on the records of the Company, one or more rights certificates, in
 substantially the form of Exhibit B-1 hereto (the "Marathon Rights
 Certificates"), evidencing one Marathon Right for each share of Marathon Stock
 so held, subject to adjustment as provided herein and (ii) the Steel Stock as
 of the close of business on the Distribution Date, at the address of such
 holder shown on the records of the Company, one or more rights certificates, in
 substantially the form of Exhibit B-2 hereto (the "Steel Rights Certificates"
 and, together with the Marathon Rights Certificates, the "Rights
 Certificates"), evidencing one Steel Right for each share of Steel Stock so
 held, subject to adjustment as provided herein. In the event that an adjustment
 in the number of Rights per share of Voting Stock has been made pursuant to
 Section 11(p) hereof, at the time of distribution of the Rights Certificates,
 the Company shall make the necessary and appropriate rounding adjustments (in
 accordance with Section 14(a) hereof) so that Rights Certificates representing
 only whole numbers of Rights are distributed and cash is paid in lieu of any
 fractional Rights. As of and after the Distribution Date, the Rights will be
 evidenced solely by such Rights Certificates.

                (b) The Company will make available, as promptly as practicable
 following the Record Date, a copy of a Summary of Rights, in substantially the
 form attached hereto as Exhibit A (the "Summary of Rights"), to any holder of
 Rights who may so request from time to time prior to the Expiration Date. With
 respect to certificates for the Voting Stock outstanding as of the Record Date,
 until the Distribution Date, the Rights will be evidenced by such certificates
 for the Voting Stock and the registered holders of Voting Stock shall also be
 the registered holders of the associated Rights. Until the earlier of the
 Distribution Date or the Expiration Date, the transfer of any certificates
 representing shares of Voting Stock in respect of which Rights have been issued
 shall also constitute the transfer of the Rights associated with such shares of
 Voting Stock.

                (c) Rights shall be issued in respect of all shares of Voting
 Stock which are issued (whether originally issued or from the Company's
 treasury) after the Record Date but prior to the earlier of the Distribution
 Date or the Expiration Date. Certificates representing such shares of Voting
 Stock shall also be deemed to be certificates for Rights, and shall bear either
 (i) the legend set forth in the Original Rights Agreement or (ii) the following
 legend:

           This certificate also evidences and entitles the holder hereof to
      certain Rights as set forth in the Rights Agreement (the "Rights
      Agreement") between USX Corporation (the "Company") and the Rights Agent
      thereunder (the "Rights Agent"), the terms of which are hereby
      incorporated herein by reference and a copy of which is on file at the
      principal offices of the Company. Under certain circumstances, as set
      forth in the Rights Agreement, such Rights will be evidenced by separate
      certificates and will no longer be evidenced by this certificate. The
      Company will mail to the holder of this certificate a copy of the Rights
      Agreement, as in effect on the date of mailing, without charge promptly
      after receipt of a written request therefor.




                                       7
<PAGE>


      Under certain circumstances set forth in the Rights Agreement, Rights
      issued to, or held by, any Person who is, was or becomes an Acquiring
      Person, or any Affiliate or Associate thereof (as such terms are defined
      in the Rights Agreement), whether currently held by or on behalf of such
      Person or by any subsequent holder, may become null and void.

 With respect to such certificates containing the foregoing legend (or the
 legend required under the Original Rights Agreement), until the earlier of (i)
 the Distribution Date or (ii) the Expiration Date, the Rights associated with
 the Voting Stock represented by such certificates shall be evidenced by such
 certificates alone and registered holders of Voting Stock shall also be the
 registered holders of the associated Rights, and the transfer of any of such
 certificates shall also constitute the transfer of the Rights associated with
 the Voting Stock represented by such certificates.

           Section 4. Form of Rights Certificates.

                (a) The Marathon Rights Certificates and Steel Rights
 Certificates (and the forms of election to purchase and of assignment to be
 printed on the reverse thereof) shall each be substantially in the form set
 forth in Exhibit B-1 and Exhibit B-2, respectively, and may have such marks of
 identification or designation and such legends, summaries or endorsements
 printed thereon as the Company may deem appropriate and as are not inconsistent
 with the provisions of this Agreement and which do not adversely affect the
 rights, duties or responsibilities of the Rights Agent, or as may be required
 to comply with any applicable law or with any rule or regulation made pursuant
 thereto or with any rule or regulation of any stock exchange on which the
 Rights may from time to time be listed, or to conform to usage. Subject to the
 provisions of Section 11 and Section 22 hereof, the Rights Certificates,
 whenever distributed, shall be dated as of the Record Date and on their face
 shall entitle the holders thereof to purchase such number of one one-hundredths
 of a share of Preferred Stock as shall be set forth therein at the price set
 forth therein (such exercise price per one one-hundredth of a share, the
 "Purchase Price"), but the amount and type of securities purchasable upon the
 exercise of each Right and the Purchase Price thereof shall be subject to
 adjustment as provided herein.

                (b) Any Rights Certificate issued pursuant to Section 3(a),
 Section 11(a)(i) or Section 22 hereof that represents Rights beneficially owned
 by (i) an Acquiring Person or any Associate or Affiliate of an Acquiring
 Person, (ii) a transferee of an Acquiring Person (or of any such Associate or
 Affiliate) who becomes a transferee after such Acquiring Person becomes such,
 or (iii) a transferee of an Acquiring Person (or of any such Associate or
 Affiliate) who becomes a transferee prior to or concurrently with the Acquiring
 Person becoming such and receives such Rights pursuant to either (A) a transfer
 (whether or not for consideration) from the Acquiring Person to holders of
 equity interests in such Acquiring Person or to any Person with whom such
 Acquiring Person has any continuing agreement, arrangement or understanding
 regarding the transferred Rights or (B) a transfer which the Board of Directors
 has determined is part of a plan, arrangement or understanding which has as a
 primary purpose or effect avoidance of Section 7(e) hereof, and, provided that
 the Company shall have notified the Rights Agent that this Section 4(b)
 applies, any Rights Certificate issued pursuant to Section 6 or Section 11
 hereof upon transfer, exchange, replacement or adjustment of any other Rights
 Certificate referred to in this sentence, shall contain (to the extent
 feasible) the following legend:

           The Rights represented by this Rights Certificate are or were
      beneficially owned by a Person who was or became an Acquiring Person or an
      Affiliate or Associate thereof (as such terms are defined in the





                                       8
<PAGE>


      Rights Agreement). Accordingly, this Rights Certificate and the Rights
      represented hereby may become null and void in the circumstances specified
      in Section 7(e) of such Agreement.

           Section 5. Countersignature and Registration.

                (a) The Rights Certificates shall be executed on behalf of the
 Company by its Chairman of the Board, its Vice Chairman or any Vice President,
 either manually or by facsimile signature, and shall have affixed thereto the
 Company's seal or a facsimile thereof which shall be attested by the Secretary
 or an Assistant Secretary of the Company, either manually or by facsimile
 signature. The Rights Certificates shall be countersigned by the Rights Agent,
 either manually or by facsimile signature, and shall not be valid for any
 purpose unless so countersigned. In case any officer of the Company who shall
 have signed any of the Rights Certificates shall cease to be such officer of
 the Company before countersignature by the Rights Agent and issuance and
 delivery by the Company, such Rights Certificates, nevertheless, may be
 countersigned by the Rights Agent and issued and delivered by the Company with
 the same force and effect as though the person who signed such Rights
 Certificates had not ceased to be such officer of the Company; and any Rights
 Certificates may be signed on behalf of the Company by any person who, at the
 actual date of the execution of such Rights Certificate, shall be a proper
 officer of the Company to sign such Rights Certificate, although at the date of
 the execution of this Rights Agreement any such person was not such an officer.

                (b) Following the Distribution Date and receipt by the Rights
 Agent of all relevant information, the Rights Agent will keep or cause to be
 kept, at its office designated pursuant to Section 25 hereof, books for
 registration and transfer of the Rights Certificates issued hereunder. Such
 books shall show the names and addresses of the respective holders of the
 Rights Certificates, the number of Rights evidenced on its face by each of the
 Rights Certificates and the date of each of the Rights Certificates.

           Section 6. Transfer, Split Up, Combination and Exchange of Rights
 Certificates; Mutilated, Destroyed, Lost or Stolen Rights Certificates.

                (a) Subject to the provisions of Section 4(b), Section 7(e) and
 Section 14 hereof, at any time after the close of business on the Distribution
 Date, and at or prior to the close of business on the Expiration Date, any
 Rights Certificate or Certificates (other than Rights Certificates that may
 have been exchanged pursuant to Section 29 hereof) may be transferred, split
 up, combined or exchanged for another Rights Certificate or Certificates,
 entitling the registered holder to purchase a like number of one one-hundredths
 of a share of Preferred Stock (or, following a Triggering Event, Marathon
 Stock, Steel Stock, other securities, cash or other assets, as the case may be)
 as the Rights Certificate or Certificates surrendered then entitled such holder
 (or former holder in the case of a transfer) to purchase. Any registered holder
 desiring to transfer, split up, combine or exchange any Rights Certificate or
 Certificates shall make such request in writing delivered to the Rights Agent,
 and shall surrender the Rights Certificate or Certificates to be transferred,
 split up, combined or exchanged at the principal office or offices of the
 Rights Agent designated for such purpose. Neither the Rights Agent nor the
 Company shall be obligated to take any action whatsoever with respect to the
 transfer of any such surrendered Rights Certificate until the registered holder
 shall have completed and signed the certificate contained in the form of
 assignment on the reverse side of such Rights Certificate and shall have
 provided such additional evidence of the identity of the Beneficial Owner (or
 former Beneficial Owner) or Affiliates or Associates thereof as the Company or
 the





                                       9
<PAGE>


 Rights Agent shall reasonably request. Thereupon the Rights Agent shall,
 subject to Section 4(b), Section 7(e), Section 14 and Section 29 hereof,
 countersign and deliver to the Person entitled thereto a Rights Certificate or
 Rights Certificates, as the case may be, as so requested. The Company may
 require payment of a sum sufficient to cover any tax or governmental charge
 that may be imposed in connection with any transfer, split up, combination or
 exchange of Rights Certificates.

                (b) Upon receipt by the Company and the Rights Agent of evidence
 reasonably satisfactory to them of the loss, theft, destruction or mutilation
 of a Rights Certificate, and, in case of loss, theft or destruction, of
 indemnity or security reasonably satisfactory to them, and reimbursement to the
 Company and the Rights Agent of all reasonable expenses incidental thereto, and
 upon surrender to the Rights Agent and cancellation of the Rights Certificate
 if mutilated, the Company will execute and deliver a new Rights Certificate of
 like tenor to the Rights Agent for countersignature and delivery to the
 registered owner in lieu of the Rights Certificate so lost, stolen, destroyed
 or mutilated.

           Section 7. Exercise of Rights; Purchase Price; Expiration Date of
 Rights.

                (a) Subject to Section 7(e) hereof, the registered holder of any
 Rights Certificate may exercise the Rights evidenced thereby (except as
 otherwise provided herein including, without limitation, the restrictions on
 exercisability set forth in Section 9(c), Section 11(a)(iii) and Section 23(a)
 hereof and the exchange provisions set forth in Section 29 hereof) in whole or
 in part at any time after the Distribution Date upon surrender of the Rights
 Certificate, with the form of election to purchase and the certificate on the
 reverse side thereof duly executed, to the Rights Agent at the office or
 offices of the Rights Agent designated for such purpose, together with payment
 of the aggregate Purchase Price with respect to the total number of one
 one-hundredths of a share (or other securities, cash or other assets, as the
 case may be) as to which such surrendered Rights are then exercisable, at or
 prior to the earlier of (i) the close of business on October 9, 2009, or such
 later date as may be established by the Board of Directors prior to the
 expiration of the Rights (the "Final Expiration Date"), or (ii) the time at
 which the Rights are redeemed or exchanged as provided in Section 23 and
 Section 29 hereof (the earlier of (i) and (ii) being herein referred to as the
 "Expiration Date").

                (b) The Purchase Price for each one one-hundredth of a share of
 Preferred Stock pursuant to the exercise of a Right shall initially be $110,
 and shall be subject to adjustment from time to time as provided in Sections 11
 and 13(a) hereof and shall be payable in accordance with paragraph (c) below.

                (c) Upon receipt of a Rights Certificate representing
 exercisable Rights, with the form of election to purchase and the certificate
 duly executed, accompanied by payment, with respect to each Right so exercised,
 of the Purchase Price per one one-hundredth of a share of Preferred Stock (or
 other shares, securities, cash or other assets, as the case may be) to be
 purchased as set forth below and an amount equal to any applicable transfer
 tax, the Rights Agent shall, subject to Section 20(k) hereof, thereupon
 promptly (i) (A) requisition from any transfer agent of the shares of Preferred
 Stock (or make available, if the Rights Agent is the transfer agent for such
 shares) certificates for the total number of one one-hundredths of a share of
 Preferred Stock to be purchased and the Company hereby irrevocably authorizes
 its transfer agent to comply with all such requests, or (B) if the Company
 shall have elected to deposit the total number of shares of Preferred Stock
 issuable upon exercise of the Rights hereunder with a depository agent (which
 may include the Company), requisition from the depository agent depository
 receipts representing such





                                       10
<PAGE>


 number of one one-hundredths of a share of Preferred Stock as are to be
 purchased (in which case certificates for the shares of Preferred Stock
 represented by such receipts shall be deposited by the transfer agent with the
 depository agent) and the Company will direct the depository agent to comply
 with such request, (ii) requisition from the Company the amount of cash, if
 any, to be paid in lieu of fractional shares in accordance with Section 14
 hereof, (iii) after receipt of such certificates or depository receipts, cause
 the same to be delivered to or upon the order of the registered holder of such
 Rights Certificate, registered in such name or names as may be designated by
 such holder, and (iv) after receipt thereof, deliver such cash, if any, to or
 upon the order of the registered holder of such Rights Certificate. The payment
 of the Purchase Price (as such amount may be reduced pursuant to Section
 11(a)(iii) hereof) shall be made in cash or by certified bank check or bank
 draft payable to the order of the Company. In the event that the Company is
 obligated to issue other securities (including Marathon Stock or Steel Stock)
 of the Company, pay cash and/or distribute other property pursuant to Section
 11(a) hereof, the Company will make all arrangements necessary so that such
 other securities, cash and/or other property are available for distribution by
 the Rights Agent, if and when appropriate. The Company reserves the right to
 require prior to the occurrence of a Triggering Event that, upon exercise of
 Rights, a number of Rights be exercised so that only whole shares of Preferred
 Stock would be issued.

                (d) In case the registered holder of any Rights Certificate
 shall exercise less than all the Rights evidenced thereby, a new Rights
 Certificate evidencing Rights equivalent to the Rights remaining unexercised
 shall be issued by the Rights Agent and delivered to, or upon the order of, the
 registered holder of such Rights Certificate, registered in such name or names
 as may be designated by such holder, subject to the provisions of Section 14
 hereof.

                (e) Notwithstanding anything in this Agreement to the contrary,
 from and after the first occurrence of a Section 11(a)(ii) Event, any Rights
 beneficially owned by (i) an Acquiring Person or an Associate or Affiliate of
 an Acquiring Person, (ii) a direct or indirect transferee of an Acquiring
 Person (or of any such Associate or Affiliate) who becomes a transferee after
 the Acquiring Person becomes such, or (iii) a transferee of an Acquiring Person
 (or of any such Associate or Affiliate) who becomes a transferee prior to or
 concurrently with the Acquiring Person becoming such and receives such Rights
 pursuant to either (A) a transfer (whether or not for consideration) from the
 Acquiring Person to holders of equity interests in such Acquiring Person or to
 any Person with whom the Acquiring Person has any continuing agreement,
 arrangement or understanding regarding the transferred Rights or (B) a transfer
 which the Board of Directors has determined is part of a plan, arrangement or
 understanding which has as a primary purpose or effect the avoidance of this
 Section 7(e), shall become null and void without any further action and no
 holder of such Rights shall have any rights whatsoever with respect to such
 Rights, whether under any provision of this Agreement or otherwise. The Company
 shall notify the Rights Agent when this Section 7(e) applies and shall use all
 reasonable efforts to insure that the provisions of this Section 7(e) and
 Section 4(b) hereof are complied with, but neither the Company nor the Rights
 Agent shall have any liability to any holder of Rights Certificates or other
 Person as a result of the Company's failure to make any determinations with
 respect to an Acquiring Person or its Affiliates, Associates or transferees
 hereunder.

                (f) Notwithstanding anything in this Agreement to the contrary,
 neither the Rights Agent nor the Company shall be obligated to undertake any
 action with respect to a registered holder upon the occurrence of any purported
 exercise as set forth in this Section 7 unless such registered holder shall
 have (i) completed and signed the certificate contained in the form of election
 to purchase set forth on the reverse side





                                       11
<PAGE>


 of the Rights Certificate surrendered for such exercise, and (ii) provided such
 additional evidence of the identity of the Beneficial Owner (or former
 Beneficial Owner) or Affiliates or Associates thereof as the Company shall
 reasonably request.

           Section 8. Cancellation and Destruction of Rights Certificates. All
 Rights Certificates surrendered for the purpose of exercise, transfer, split
 up, combination or exchange shall, if surrendered to the Company or any of its
 agents, be delivered to the Rights Agent for cancellation or in cancelled form,
 or, if surrendered to the Rights Agent, shall be cancelled by it, and no Rights
 Certificates shall be issued in lieu thereof except as expressly permitted by
 any of the provisions of this Agreement. The Company shall deliver to the
 Rights Agent for cancellation and retirement, and the Rights Agent shall so
 cancel and retire, any other Rights Certificate purchased or acquired by the
 Company otherwise than upon the exercise thereof. The Rights Agent shall
 deliver all cancelled Rights Certificates to the Company, or shall, at the
 written request of the Company, destroy such cancelled Rights Certificates, and
 in such case shall deliver a certificate of destruction thereof to the Company.

           Section 9. Reservation and Availability of Capital Stock.

                (a) The Company covenants and agrees that it will cause to be
 reserved and kept available out of its authorized and unissued shares of
 Preferred Stock (and, following the occurrence of a Triggering Event, out of
 its authorized and unissued shares of Marathon Stock, Steel Stock and/or other
 securities, or out of its authorized and issued shares held in its treasury),
 the number of shares of Preferred Stock (and, following the occurrence of a
 Triggering Event, Marathon Stock, Steel Stock and/or other securities) that, as
 provided in this Agreement including Section 11(a)(iii) hereof, will be
 sufficient to permit the exercise in full of all outstanding Rights.

                (b) So long as the shares of Preferred Stock (and, following the
 occurrence of a Triggering Event, Marathon Stock, Steel Stock and/or other
 securities) issuable and deliverable upon the exercise of the Rights may be
 listed on any national securities exchange, the Company shall use its best
 efforts to cause, from and after such time as the Rights become exercisable,
 all shares reserved for such issuance to be listed on such exchange upon
 official notice of issuance upon such exercise.

                (c) The Company shall use its best efforts to (i) file, as soon
 as practicable following the earliest date after the first occurrence of a
 Section 11(a)(ii) Event on which the consideration to be delivered by the
 Company upon exercise of the Rights has been determined in accordance with
 Section 11(a)(iii) hereof, a registration statement under the Securities Act of
 1933 (the "Act"), with respect to the securities purchasable upon exercise of
 the Rights on an appropriate form, (ii) cause such registration statement to
 become effective as soon as practicable after such filing, and (iii) cause such
 registration statement to remain effective (with a prospectus at all times
 meeting the requirements of the Act) until the earlier of (A) the date as of
 which the Rights are no longer exercisable for such securities, and (B) the
 date of the expiration of the Rights, The Company will also take such action as
 may be appropriate under, or to ensure compliance with, the securities or "blue
 sky" laws of the various states in connection with the exercisability of the
 Rights. The Company may temporarily suspend, for a period of time not to exceed
 ninety (90) days after the date set forth in clause (i) of the first sentence
 of this Section 9(c), the exercisability of the Rights in order to prepare and
 file such registration statement and permit it to become effective. Upon any
 such suspension, the Company shall issue a public announcement stating that the
 exercisability of the Rights has been temporarily suspended, as well as a
 public announcement at such time as the suspension is no longer in effect. In
 addition, if the Company shall determine that a registration





                                       12
<PAGE>


 statement is required following the Distribution Date, the Company may
 temporarily suspend the exercisability of the Rights until such time as a
 registration statement has been declared effective. Notwithstanding any
 provision of this Agreement to the contrary, the Rights shall not be
 exercisable in any jurisdiction if the requisite qualification in such
 jurisdiction shall not have been obtained, the exercise thereof shall not be
 permitted by applicable law or a registration statement shall not have been
 declared effective.

                (d) The Company covenants and agrees that it will take all such
 action as may be necessary to ensure that all one one-hundredths of a share of
 Preferred Stock (and, following the occurrence of a Triggering Event, Marathon
 Stock, Steel Stock and/or other securities) delivered upon exercise of Rights
 shall, at the time of delivery of the certificates for such shares (subject to
 payment of the Purchase Price), be duly and validly authorized and issued and
 fully paid and nonassessable.

                (e) The Company further covenants and agrees that it will pay
 when due and payable any and all federal and state transfer taxes and charges
 which may be payable in respect of the issuance or delivery of the Rights
 Certificates and of any certificates for a number of one one- hundredths of a
 share of Preferred Stock (or Marathon Stock, Steel Stock and/or other
 securities, as the case may be) upon the exercise of Rights. The Company shall
 not, however, be required to pay any transfer tax which may be payable in
 respect of any transfer or delivery of Rights Certificates to a Person other
 than, or the issuance or delivery of a number of one one-hundredths of a share
 of Preferred Stock (or Marathon Stock, Steel Stock and/or other securities, as
 the case may be) in respect of a name other than that of, the registered holder
 of the Rights Certificates evidencing Rights surrendered for exercise or to
 issue or deliver any certificates for a number of one one-hundredths of a share
 of Preferred Stock (or Marathon Stock, Steel Stock and/or other securities, as
 the case may be) in a name other than that of the registered holder upon the
 exercise of any Rights until such tax shall have been paid (any such tax being
 payable by the holder of such Rights Certificate at the time of surrender) or
 until it has been established to the Company's satisfaction that no such tax is
 due.

           Section 10. Preferred Stock Record Date. Each person in whose name
 any certificate for a number of one one-hundredths of a share of Preferred
 Stock (or Marathon Stock, Steel Stock and/or other securities, as the case may
 be) is issued upon the exercise of Rights shall for all purposes be deemed to
 have become the holder of record of such fractional shares of Preferred Stock
 (or Marathon Stock, Steel Stock and/or other securities, as the case may be)
 represented thereby on, and such certificate shall be dated, the date upon
 which the Rights Certificate evidencing such Rights was duly surrendered and
 payment of the Purchase Price (and all applicable transfer taxes) was made;
 provided, however, that if the date of such surrender and payment is a date
 upon which the Preferred Stock (or Marathon Stock, Steel Stock and/or other
 securities, as the case may be) transfer books of the Company are closed, such
 Person shall be deemed to have become the record holder of such shares
 (fractional or otherwise) on, and such certificate shall be dated, the next
 succeeding Business Day on which the Preferred Stock (or Marathon Stock, Steel
 Stock and/or other securities, as the case may be) transfer books of the
 Company are open. Prior to the exercise of the Rights evidenced thereby, the
 holder of a Rights Certificate shall not be entitled to any rights of a
 stockholder of the Company with respect to shares for which the Rights shall be
 exercisable, including, without limitation, the right to vote, to receive
 dividends or other distributions or to exercise any preemptive rights, and
 shall not be entitled to receive any notice of any proceedings of the Company,
 except as provided herein.




                                       13
<PAGE>


           Section 11. Adjustment of Purchase Price, Number and Kind of Shares
 or Number of Rights. The Purchase Price, the number and kind of shares covered
 by each Right and the number of Rights outstanding are subject to adjustment
 from time to time as provided in this Section 11.

                (a) (i) In the event the Company shall at any time after the
 date of this Agreement (A) declare a dividend on the Preferred Stock payable in
 shares of Preferred Stock, (B) subdivide the outstanding Preferred Stock, (C)
 combine the outstanding Preferred Stock into a smaller number of shares, or (D)
 issue any shares of its capital stock in a reclassification of the Preferred
 Stock (including any such reclassification in connection with a consolidation
 or merger in which the Company is the continuing or surviving corporation),
 except as otherwise provided in this Section 11(a) and Section 7(e) hereof, the
 Purchase Price in effect at the time of the record date for such dividend or of
 the effective date of such subdivision, combination or reclassification, and
 the number and kind of shares of Preferred Stock or capital stock, as the case
 may be, issuable on such date, shall be proportionately adjusted so that the
 holder of any Right exercised after such time shall be entitled to receive,
 upon payment of the Purchase Price then in effect, the aggregate number and
 kind of shares of Preferred Stock or capital stock, as the case may be, which,
 if such Right had been exercised immediately prior to such date and at a time
 when the Preferred Stock transfer books of the Company were open, such holder
 would have owned upon such exercise and been entitled to receive by virtue of
 such dividend, subdivision, combination or reclassification. If an event occurs
 which would require an adjustment under both this Section 11(a)(i) and Section
 11(a)(ii) hereof, the adjustment provided for in this Section 11(a)(i) shall be
 in addition to, and shall be made prior to, any adjustment required pursuant to
 Section 11(a)(ii) hereof.

                     (ii) In the event that any Person shall at any time after
      the Rights Dividend Declaration Date become an Acquiring Person, unless
      the event causing such Person to become an Acquiring Person is a
      transaction set forth in Section 13(a) hereof, or is an acquisition of
      shares of Voting Stock pursuant to a cash tender offer for all outstanding
      shares of Voting Stock which meets all of the following requirements:

                          (1) on or prior to the date such offer is commenced
      within the meaning of Rule 14d-2(a) of the General Rules and Regulations
      under the Exchange Act, such Person has, and has provided to the Company,
      firm written commitments from responsible financial institutions, which
      have been accepted by such Person (or one of its Affiliates), to provide,
      subject only to customary terms and conditions, funds for such offer
      which, when added to the amount of cash and cash equivalents which such
      Person then has available and has irrevocably committed in writing to the
      Company to utilize for purposes of such offer, will be sufficient to pay
      for all shares of Voting Stock outstanding on a fully diluted basis and
      all related expenses;

                          (2) shares of Voting Stock representing a majority of
      the Voting Power as of the day immediately prior to the date of
      announcement of such offer (other than Voting Stock beneficially owned by
      such Person immediately prior to such offer) are tendered and purchased
      pursuant to such offer;

                          (3) such offer remains open for at least 45 Business
      Days; provided, that (x) if there is any increase in the cash price of
      such offer, such offer must remain open for at least an additional 20
      Business Days after the last such increase, (y) such offer must remain
      open for at least 20 Business Days after the date that any bona fide
      alternative offer is made which, in the opinion of one or more investment
      banking





                                       14
<PAGE>


      firms designated by the Company, provides for consideration per share of
      Marathon Stock and Steel Stock, respectively, in excess of that provided
      for in such offer, and (z) such offer must remain open for at least 20
      Business Days after the date on which such Person reduces the per share
      price offered in accordance with clause (4)(y) of this Section 11(a)(ii)
      (provided, in the case of each of clause (x), (y) and (z) above, in no
      event will such offer have been outstanding for less than 45 Business
      Days); provided further, however, that such offer need not remain open, as
      a result of this clause (3), beyond (i) the time which any other offer
      satisfying the criteria for a Qualifying Offer is then required to be kept
      open under this clause (3), or (ii) the scheduled expiration date, as such
      date may be extended by public announcement prior to the then scheduled
      expiration date, of any other offer with respect to which the Board of
      Directors has agreed to redeem the Rights immediately prior to acceptance
      for payment of shares thereunder (unless such other offer is terminated
      prior to its expiration without any shares having been purchased
      thereunder); and

                          (4) prior to or on the date that such offer is
      commenced within the meaning of Rule 14d-2(a) of the General Rules and
      Regulations under the Exchange Act, such Person makes an irrevocable
      written commitment to the Company (x) to consummate an all-cash
      transaction or transactions promptly upon the completion of such offer,
      whereby all shares of Voting Stock not purchased in such offer will be
      acquired at the same price per share of Marathon Stock and Steel Stock,
      respectively, paid in such offer, provided that the Board of Directors
      shall have granted any approvals required to enable such Person to
      consummate such transaction or transactions following consummation of such
      offer without obtaining the vote of any other stockholder, (y) that such
      Person will not make any amendment to the original offer which reduces the
      per share price offered (other than a reduction to reflect any dividend
      declared by the Company after the commencement of such offer or any
      material change in the capital structure of the Company initiated by the
      Company after the commencement of such offer, whether by way of
      recapitalization, reorganization, repurchase or otherwise), changes the
      form of consideration offered, reduces the number of shares being sought
      or which is in any other respect materially adverse to the holders of
      Voting Stock, and (z) that neither such Person nor any of its Affiliates
      or Associates will make any offer for any equity securities of the Company
      for a period of one year after the commencement of the original offer if
      such original offer does not result in the tender of the number of shares
      of Voting Stock required to be purchased pursuant to clause (2) above,
      unless another all cash tender offer for all outstanding shares of Voting
      Stock is commenced (a) at a price per share of Marathon Stock and Steel
      Stock, respectively, in excess of that provided for in such original offer
      or (b) with the approval of the Board of Directors (in which event, any
      new offer by such Person or of any of its Affiliates or Associates must be
      at a price not less than that provided for in such approved offer);

      (an offer meeting the requirements set forth above being referred to
      herein as a "Qualifying Offer"), then, promptly following five (5) days
      after the date of the first occurrence of such an event, proper provision
      shall be made so that each holder of a Marathon Right or a Steel Right
      (except as provided below and in Section 7(e) hereof), as the case may be,
      shall thereafter have the right to receive, upon exercise thereof at the
      then current Purchase Price in accordance with the terms of this
      Agreement, in lieu of





                                       15
<PAGE>


      a number of one one-hundredths of a share of Preferred Stock, such number
      of shares of Marathon Stock or Steel Stock, respectively, as shall equal
      the result obtained by (x) multiplying the then current Purchase Price by
      the then number of one one-hundredths of a share of Preferred Stock for
      which a Right was exercisable immediately prior to the first occurrence of
      a Section 11(a)(ii) Event, and (y) dividing that product (which, following
      such first occurrence, shall thereafter be referred to as the "Purchase
      Price" for each Right and for all purposes of this Agreement) by 50% of
      the Current Market Price per share of Marathon Stock, in the case of a
      Marathon Right, or Steel Stock, in the case of a Steel Right, on the date
      of such first occurrence (such number of shares of Marathon Stock or Steel
      Stock, as the case may be, being referred to as the "Adjustment Shares").

                     (iii) In the event that the number of shares of Marathon
      Stock and/or Steel Stock which are authorized by the Company's Restated
      Certificate of Incorporation but that are not outstanding or reserved for
      issuance for purposes other than upon exercise of the Rights are not
      sufficient to permit the exercise in full of the Rights in accordance with
      the foregoing subparagraph (ii) of this Section 11(a), the Company shall
      (A) determine the excess of (1) the value of the Adjustment Shares
      issuable upon the exercise of a Right (the "Current Value") over (2) the
      Purchase Price (such excess, the "Spread"), and (B) with respect to each
      Right (subject to Section 7(e) hereof), make adequate provision to
      substitute for the Adjustment Shares, upon exercise of a Right and payment
      of the applicable Purchase Price, (1) cash, (2) a reduction in the
      Purchase Price, (3) Marathon Stock or Steel Stock, or other equity
      securities of the Company (including, without limitation, shares, or units
      of shares, of preferred stock (irrespective of the voting rights
      associated with any units or shares of preferred stock) which the Board of
      Directors has deemed to have the same value as shares of Marathon Stock or
      Steel Stock (such shares of preferred stock, "Common Stock Equivalents")),
      (4) debt securities of the Company, (5) other assets, or (6) any
      combination of the foregoing, having an aggregate value equal to the
      Current Value, where such aggregate value has been determined by the Board
      of Directors based upon the advice of a nationally recognized investment
      banking firm selected by the Board of Directors; provided, however, if the
      Company shall not have made adequate provision to deliver value pursuant
      to clause (B) above within thirty (30) days following the later of (x) the
      first occurrence of a Section 11(a)(ii) Event and (y) the date on which
      the Company's right of redemption pursuant to Section 23(a) expires (the
      later of (x) and (y) being referred to herein as the "Section 11(a)(ii)
      Trigger Date"), then the Company shall be obligated to deliver, upon the
      surrender for exercise of a Right and without requiring payment of the
      Purchase Price, shares of Marathon Stock or Steel Stock (to the extent
      available), as the case may be, and then, if necessary, cash, which shares
      and/or cash have an aggregate value equal to the Spread. If the Board of
      Directors shall determine in good faith that it is likely that sufficient
      additional shares of Marathon Stock or Steel Stock could be authorized for
      issuance upon exercise in full of the Rights, the thirty (30) day period
      set forth above may be extended to the extent necessary, but not more than
      ninety (90) days after the Section 11(a)(ii) Trigger Date, in order that
      the Company may seek stockholder approval for the authorization of such
      additional shares (such period, as it may be extended, the "Substitution
      Period"). To the extent that the Company determines that some action need
      be taken pursuant to the first and/or second sentences of this Section
      11(a)(iii), the Company (x) shall provide, subject to Section 7(e) hereof,
      that such action shall apply uniformly to all outstanding Rights, and (y)
      may suspend the exercisability of the Rights until the expiration of the




                                       16
<PAGE>


      Substitution Period in order to seek any authorization of additional
      shares and/or to decide the appropriate form of distribution to be made
      pursuant to such first sentence and to determine the value thereof. In the
      event of any such suspension, the Company shall issue a public
      announcement stating that the exercisability of the Rights has been
      temporarily suspended, as well as a public announcement at such time as
      the suspension is no longer in effect. For purposes of this Section
      11(a)(iii), the value of each Adjustment Share shall be the Current Market
      Price per share of the Marathon Stock or Steel Stock, as the case may be,
      on the Section 11(a)(ii) Trigger Date and the value of any Common Stock
      Equivalent shall be deemed to equal the Current Market Price per share of
      the Marathon Stock or Steel Stock, as the case may be, on such date.

                (b) In case the Company shall fix a record date for the issuance
 of rights, options or warrants to all holders of Preferred Stock entitling them
 to subscribe for or purchase (for a period expiring within forty-five (45)
 calendar days after such record date) Preferred Stock (or shares having the
 same rights, privileges and preferences as the shares of Preferred Stock
 ("Equivalent Preferred Stock")) or securities convertible into Preferred Stock
 or Equivalent Preferred Stock at a price per share of Preferred Stock or per
 share of Equivalent Preferred Stock (or having a conversion price per share, if
 a security convertible into Preferred Stock or Equivalent Preferred Stock) less
 than the Current Market Price per share of Preferred Stock on such record date,
 the Purchase Price to be in effect after such record date shall be determined
 by multiplying the Purchase Price in effect immediately prior to such record
 date by a fraction, the numerator of which shall be the number of shares of
 Preferred Stock outstanding on such record date, plus the number of shares of
 Preferred Stock which the aggregate offering price of the total number of
 shares of Preferred Stock and/or Equivalent Preferred Stock so to be offered
 (and/or the aggregate initial conversion price of the convertible securities so
 to be offered) would purchase at such current market price, and the denominator
 of which shall be the number of shares of Preferred Stock outstanding on such
 record date, plus the number of additional shares of Preferred Stock and/or
 Equivalent Preferred Stock to be offered for subscription or purchase (or into
 which the convertible securities so to be offered are initially convertible).
 In case such subscription price may be paid by delivery of consideration part
 or all of which may be in a form other than cash, the value of such
 consideration shall be as determined in good faith by the Board of Directors,
 whose determination shall be described in a statement filed with the Rights
 Agent and shall be binding on the Rights Agent and the holders of the Rights.
 Shares of Preferred Stock owned by or held for the account of the Company shall
 not be deemed outstanding for the purpose of any such computation. Such
 adjustment shall be made successively whenever such a record date is fixed, and
 in the event that such rights or warrants are not so issued, the Purchase Price
 shall be adjusted to be the Purchase Price which would then be in effect if
 such record date had not been fixed.

                (c) In case the Company shall fix a record date for a
 distribution to all holders of Preferred Stock (including any such distribution
 made in connection with a consolidation or merger in which the Company is the
 continuing corporation) of evidences of indebtedness, cash (other than a
 regular quarterly cash dividend out of the earnings or retained earnings of the
 Company), assets (other than a dividend payable in Preferred Stock, but
 including any dividend payable in stock other than Preferred Stock) or
 subscription rights or warrants (excluding those referred to in Section 11(b)
 hereof), the Purchase Price to be in effect after such record date shall be
 determined by multiplying the Purchase Price in effect immediately prior to
 such record date by a fraction, the numerator of which shall be the Current
 Market Price per share of Preferred Stock on such record date, less the fair
 market value (as determined in good faith by the Board of Directors, whose
 determination shall be





                                       17
<PAGE>


 described in a statement filed with the Rights Agent) of the portion of the
 cash, assets or evidences of indebtedness so to be distributed or of such
 subscription rights or warrants applicable to a share of Preferred Stock and
 the denominator of which shall be such Current Market Price per share of
 Preferred Stock. Such adjustments shall be made successively whenever such a
 record date is fixed, and in the event that such distribution is not so made,
 the Purchase Price shall be adjusted to be the Purchase Price which would have
 been in effect if such record date had not been fixed.

                (d) (i) For the purpose of any computation hereunder, other than
 computations made pursuant to Section 11(a)(iii) hereof, the "Current Market
 Price" per share of Marathon Stock or Steel Stock on any date shall be deemed
 to be the average of the daily closing prices per share of such Marathon Stock
 or Steel Stock, respectively, for the thirty (30) consecutive Trading Days
 immediately prior to such date, and for purposes of computations made pursuant
 to Section 11(a)(iii) hereof, the Current Market Price per share of Marathon
 Stock or Steel Stock, as the case may be, on any date shall be deemed to be the
 average of the daily closing prices per share of such Marathon Stock or Steel
 Stock, respectively, for the ten (10) consecutive Trading Days immediately
 following such date; provided, however, that in the event that the Current
 Market Price per share of the Marathon Stock or Steel Stock is determined
 during a period following the announcement by the issuer of such Marathon Stock
 or Steel Stock, as the case may be, of (A) a dividend or distribution on such
 Marathon Stock or Steel Stock payable in shares of such Marathon Stock or Steel
 Stock or securities convertible into shares of such Marathon Stock or Steel
 Stock (other than the Rights), or (B) any subdivision, combination or
 reclassification of such Marathon Stock or Steel Stock, and the ex-dividend
 date for such dividend or distribution, or the record date for such
 subdivision, combination or reclassification shall not have occurred prior to
 the commencement of the requisite thirty (30) Trading Day period or ten (10)
 Trading Day period, as set forth above; then, and in each such case, the
 Current Market Price shall be properly adjusted to take into account
 ex-dividend trading. The closing price for each day shall be the last sale
 price, regular way, or, in case no such sale takes place on such day, the
 average of the closing bid and asked prices, regular way, in either case as
 reported in the principal consolidated transaction reporting system with
 respect to securities listed or admitted to trading on the New York Stock
 Exchange or, if the shares of Marathon Stock or Steel Stock, as the case may
 be, are not listed or admitted to trading on the New York Stock Exchange, as
 reported in the principal consolidated transaction reporting system with
 respect to securities listed on the principal national securities exchange on
 which the shares of Marathon Stock or Steel Stock, as the case may be, are
 listed or admitted to trading or, if the shares of Marathon Stock or Steel
 Stock, as the case may be, are not listed or admitted to trading on any
 national securities exchange, the last quoted price or, if not so quoted, the
 average of the high bid and low asked prices in the over-the-counter market, as
 reported by the National Association of Securities Dealers, Inc. Automated
 Quotation System ("NASDAQ") or such other system then in use, or, if on any
 such date the shares of Marathon Stock or Steel Stock, as the case may be, are
 not quoted by any such organization, the average of the closing bid and asked
 prices as furnished by a professional market maker making a market in the
 Marathon Stock or Steel Stock, as the case may be, selected by the Board of
 Directors. If on any such date no market maker is making a market in the
 Marathon Stock or Steel Stock, as the case may be, the fair value of such
 shares on such date as determined in good faith by the Board of Directors shall
 be used. The term "Trading Day" shall mean a day on which the principal
 national securities exchange on which the shares of Marathon Stock or Steel
 Stock, as the case may be, are listed or admitted to trading is open for the
 transaction of business or, if the shares of Marathon Stock or Steel Stock, as
 the case may be, are not listed or admitted to trading on any national
 securities exchange, a Business Day. If the Marathon Stock or Steel Stock, as
 the case may be, are not publicly held or not so listed





                                       18
<PAGE>


 or traded, Current Market Price per share shall mean the fair value per share
 as determined in good faith by the Board of Directors, whose determination
 shall be described in a statement filed with the Rights Agent and shall be
 conclusive for all purposes.

                     (ii) For the purpose of any computation hereunder, the
      Current Market Price per share of Preferred Stock shall be determined in
      the same manner as set forth above for the Voting Stock in clause (i) of
      this Section 11(d) (other than the last sentence thereof). If the Current
      Market Price per share of Preferred Stock cannot be determined in the
      manner provided above or if the Preferred Stock is not publicly held or
      listed or traded in a manner described in clause (i) of this Section
      11(d), the Current Market Price per share of Preferred Stock shall be
      conclusively deemed to be an amount equal to 100 (as such number may be
      appropriately adjusted for such events as stock splits, stock dividends
      and recapitalizations with respect to the Voting Stock occurring after the
      date of this Agreement) multiplied by an amount equal to the product of
      (x) the sum of (1) the Current Market Price per share of the Marathon
      Stock and (2) the Current Market Price per share of the Steel Stock
      multiplied by (y) 0.5. If none of the Marathon Stock, the Steel Stock, or
      the Preferred Stock are publicly held or so listed or traded, Current
      Market Price per share of the Preferred Stock shall mean the fair value
      per share as determined in good faith by the Board of Directors, whose
      determination shall be described in a statement filed with the Rights
      Agent and shall be conclusive for all purposes. For all purposes of this
      Agreement, the Current Market Price of one one-hundredth of a share of
      Preferred Stock shall be equal to the Current Market Price of one share of
      Preferred Stock divided by 100.

                (e) Anything herein to the contrary notwithstanding, no
 adjustment in the Purchase Price shall be required unless such adjustment would
 require an increase or decrease of at least one percent (1%) in the Purchase
 Price; provided, however, that any adjustments which by reason of this Section
 11(e) are not required to be made shall be carried forward and taken into
 account in any subsequent adjustment. All calculations under this Section 11
 shall be made to the nearest cent or to the nearest ten- thousandth of a share
 of Marathon Stock or Steel Stock, or other share or one-millionth of a share of
 Preferred Stock, as the case may be. Notwithstanding the first sentence of this
 Section 11(e), any adjustment required by this Section 11 shall be made no
 later than the earlier of (i) three (3) years from the date of the transaction
 which mandates such adjustment, or (ii) the Expiration Date.

                (f) If as a result of an adjustment made pursuant to Section
 11(a)(ii) or Section 13(a) hereof, the holder of any Right thereafter exercised
 shall become entitled to receive any shares of capital stock other than
 Preferred Stock, thereafter the number of such other shares so receivable upon
 exercise of any Right and the Purchase Price thereof shall be subject to
 adjustment from time to time in a manner and on terms as nearly equivalent as
 practicable to the provisions with respect to the Preferred Stock contained in
 Sections 11(a), (b), (c), (e), (g), (h), (i), (j), (k) and (m), and the
 provisions of Sections 7, 9, 10, 13 and 14 hereof with respect to the Preferred
 Stock shall apply on like terms to any such other shares.

                (g) All Rights originally issued by the Company subsequent to
 any adjustment made to the Purchase Price hereunder shall evidence the right to
 purchase, at the adjusted Purchase Price, the number of one one- hundredths of
 a share of Preferred Stock purchasable from time to time hereunder upon
 exercise of the Rights, all subject to further adjustment as provided herein.




                                       19
<PAGE>


                (h) Unless the Company shall have exercised its election as
 provided in Section 11(i), upon each adjustment of the Purchase Price as a
 result of the calculations made in Sections 11(b) and (c), each Right
 outstanding immediately prior to the making of such adjustment shall thereafter
 evidence the right to purchase, at the adjusted Purchase Price, that number of
 one one-hundredths of a share of Preferred Stock (calculated to the nearest
 one-millionth) obtained by (i) multiplying (x) the number of one one-hundredths
 of a share covered by a Right immediately prior to this adjustment, by (y) the
 Purchase Price in effect immediately prior to such adjustment of the Purchase
 Price, and (ii) dividing the product so obtained by the Purchase Price in
 effect immediately after such adjustment of the Purchase Price.

                (i) The Company may elect on or after the date of any adjustment
 of the Purchase Price to adjust the number of Rights, in lieu of any adjustment
 in the number of one one-hundredths of a share of Preferred Stock purchasable
 upon the exercise of a Right. Each of the Rights outstanding after the
 adjustment in the number of Rights shall be exercisable for the number of one
 one-hundredths of a share of Preferred Stock for which a Right was exercisable
 immediately prior to such adjustment. Each Right held of record prior to such
 adjustment of the number of Rights shall become that number of Rights
 (calculated to the nearest one-ten-thousandth) obtained by dividing the
 Purchase Price in effect immediately prior to adjustment of the Purchase Price
 by the Purchase Price in effect immediately after adjustment of the Purchase
 Price. The Company shall make a public announcement of its election to adjust
 the number of Rights, indicating the record date for the adjustment, and, if
 known at the time, the amount of the adjustment to be made. This record date
 may be the date on which the Purchase Price is adjusted or any day thereafter,
 but, if the Rights Certificates have been issued, shall be at least ten (10)
 days later than the date of the public announcement. If Rights Certificates
 have been issued, upon each adjustment of the number of Rights pursuant to this
 Section 11(i), the Company shall, as promptly as practicable, cause to be
 distributed to holders of record of Rights Certificates on such record date
 Rights Certificates evidencing, subject to Section 14 hereof, the additional
 Rights to which such holders shall be entitled as a result of such adjustment,
 or, at the option of the Company, shall cause to be distributed to such holders
 of record in substitution and replacement for the Rights Certificates held by
 such holders prior to the date of adjustment, and upon surrender thereof, if
 required by the Company, new Rights Certificates evidencing all the Rights to
 which such holders shall be entitled after such adjustment. Rights Certificates
 so to be distributed shall be issued, executed and countersigned in the manner
 provided for herein (and may bear, at the option of the Company, the adjusted
 Purchase Price) and shall be registered in the names of the holders of record
 of Rights Certificates on the record date specified in the public announcement.

                (j) Irrespective of any adjustment or change in the Purchase
 Price or the number of one one-hundredths of a share of Preferred Stock
 issuable upon the exercise of the Rights, the Rights Certificates theretofore
 and thereafter issued may continue to express the Purchase Price per one
 one-hundredths of a share and the number of one one- hundredths of a share
 which were expressed in the initial Rights Certificates issued hereunder.

                (k) Before taking any action that would cause an adjustment
 reducing the Purchase Price below the then stated value, if any, of the number
 of one one-hundredths of a share of Preferred Stock issuable upon exercise of
 the Rights, the Company shall take any corporate action which may, in the
 opinion of its counsel, be necessary in order that the Company may validly and
 legally issue fully paid and nonassessable such number of one one-hundredths of
 a share of Preferred Stock at such adjusted Purchase Price.




                                       20
<PAGE>


                (l) In any case in which this Section 11 shall require that an
 adjustment in the Purchase Price be made effective as of a record date for a
 specified event, the Company may elect to defer (with prompt notice thereof to
 the Rights Agent) until the occurrence of such event the issuance to the holder
 of any Right exercised after such record date the number of one one-hundredths
 of a share of Preferred Stock and other capital stock or securities of the
 Company, if any, issuable upon such exercise over and above the number of one
 one-hundredths of a share of Preferred Stock and other capital stock or
 securities of the Company, if any, issuable upon such exercise on the basis of
 the Purchase Price in effect prior to such adjustment; provided, however, that
 the Company shall deliver to such holder a due bill or other appropriate
 instrument evidencing such holder's right to receive such additional shares
 (fractional or otherwise) or securities upon the occurrence of the event
 requiring such adjustment.

                (m) Anything in this Section 11 to the contrary notwithstanding,
 the Company shall be entitled to make such reductions in the Purchase Price, in
 addition to those adjustments expressly required by this Section 11, as and to
 the extent that in their good faith judgment the Board of Directors shall
 determine to be advisable in order that any (i) consolidation or subdivision of
 the Preferred Stock, (ii) issuance wholly for cash of any shares of Preferred
 Stock at less than the Current Market Price, (iii) issuance wholly for cash of
 shares of Preferred Stock or securities which by their terms are convertible
 into or exchangeable for shares of Preferred Stock, (iv) stock dividends or (v)
 issuance of rights, options or warrants referred to in this Section 11,
 hereafter made by the Company to holders of its Preferred Stock shall not be
 taxable to such stockholders.

                (n) The Company covenants and agrees that it shall not, at any
 time after the Distribution Date, (i) consolidate with any other Person (other
 than a Subsidiary of the Company in a transaction which complies with Section
 11(o) hereof), (ii) merge with or into any other Person (other than a
 Subsidiary of the Company in a transaction which complies with Section 11(o)
 hereof), or (iii) sell or transfer (or permit any Subsidiary to sell or
 transfer), in one transaction, or a series of related transactions, assets,
 earning power or cash flow aggregating more than 50% of the assets, earning
 power or cash flow of the Company and its Subsidiaries (taken as a whole) to
 any other Person or Persons (other than the Company and/or any of its
 Subsidiaries in one or more transactions each of which complies with Section
 11(o) hereof), if (x) at the time of or immediately after such consolidation,
 merger or sale there are any rights, warrants or other instruments or
 securities outstanding or agreements in effect which would substantially
 diminish or otherwise eliminate the benefits intended to be afforded by the
 Rights or (y) prior to, simultaneously with or immediately after such
 consolidation, merger or sale, the shareholders of the Person who constitutes,
 or would constitute, the "Principal Party" for purposes of Section 13(a) hereof
 shall have received a distribution of Rights previously owned by such Person or
 any of its Affiliates and Associates.

                (o) The Company covenants and agrees that, after the
 Distribution Date, it will not, except as permitted by Section 23 or Section 26
 hereof, take (or permit any Subsidiary to take) any action if at the time such
 action is taken it is reasonably foreseeable that such action will diminish
 substantially or otherwise eliminate the benefits intended to be afforded by
 the Rights.

                (p) Anything in this Agreement to the contrary notwithstanding,
 in the event that the Company shall at any time after the Rights Dividend
 Declaration Date and prior to the Distribution Date (i) declare a dividend on
 the outstanding shares of any class of Voting Stock payable in shares of any
 class of Voting Stock, (ii) subdivide the





                                       21
<PAGE>


 outstanding shares of any class of Voting Stock, or (iii) combine the
 outstanding shares of any class of Voting Stock into a smaller number of
 shares, the number of Rights associated with each share of such class of Voting
 Stock then outstanding, or issued or delivered thereafter but prior to the
 Distribution Date, shall be proportionately adjusted so that the number of
 Rights thereafter associated with each share of such class of Voting Stock
 following any such event shall equal the result obtained by multiplying the
 number of Rights associated with each share of such class of Voting Stock
 immediately prior to such event by a fraction the numerator of which shall be
 the total number of shares of such class of Voting Stock outstanding
 immediately prior to the occurrence of the event and the denominator of which
 shall be the total number of shares of such class of Voting Stock outstanding
 immediately following the occurrence of such event.

           Section 12. Certificate of Adjusted Purchase Price or Number of
 Shares. Whenever an adjustment is made as provided in Section 11 and Section 13
 hereof, the Company shall (a) promptly prepare a certificate setting forth such
 adjustment and a brief statement of the facts accounting for such adjustment,
 (b) promptly file with the Rights Agent, and with each transfer agent for the
 Preferred Stock, the Marathon Stock and the Steel Stock, a copy of such
 certificate, and (c) mail, or cause to be mailed, a brief summary thereof to
 each holder of a Rights Certificate in accordance with Section 25 hereof. The
 Rights Agent shall be fully protected in relying on any such certificate and on
 any adjustment therein contained.

           Section 13. Consolidation, Merger or Sale or Transfer of Assets or
 Earning Power.

                (a) In the event that, following the Stock Acquisition Date,
 directly or indirectly, (x) the Company shall consolidate with, or merge with
 and into, any other Person (other than a Subsidiary of the Company in a
 transaction which complies with Section 11(o) hereof), and the Company shall
 not be the continuing or surviving corporation of such consolidation or merger,
 (y) any Person (other than a Subsidiary of the Company in a transaction which
 complies with Section 11(o) hereof) shall consolidate with, or merge with or
 into, the Company, and the Company shall be the continuing or surviving
 corporation of such consolidation or merger and, in connection with such
 consolidation or merger, all or part of the outstanding shares of Voting Stock
 shall be changed into or exchanged for stock or other securities of any other
 Person or cash or any other property, or (z) the Company shall sell or
 otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise
 transfer), in one transaction or a series of related transactions, assets,
 earning power or cash flow aggregating more than 50% of the assets, earning
 power or cash flow of the Company and its Subsidiaries (taken as a whole) to
 any Person or Persons (other than the Company or any Subsidiary of the Company
 in one or more transactions each of which complies with Section 11(o) hereof),
 then, and in each such case (except as may be contemplated by Section 13(d)
 hereof), proper provision shall be made so that: (i) each holder of a Right,
 except as provided in Section 7(e) hereof, shall thereafter have the right to
 receive, upon the exercise thereof at the then current Purchase Price in
 accordance with the terms of this Agreement, such number of validly authorized
 and issued, fully paid, non-assessable and freely tradeable shares of Common
 Stock of the Principal Party (as such term is hereinafter defined), not subject
 to any liens, encumbrances, rights of first refusal or other adverse claims, as
 shall be equal to the result obtained by (1) multiplying the then current
 Purchase Price by the number of one one-hundredths of a share of Preferred
 Stock for which a Right is exercisable immediately prior to the first
 occurrence of a Section 13 Event (or, if a Section 11(a)(ii) Event has occurred
 prior to the first occurrence of a Section 13 Event, multiplying the number of
 such one one- hundredths of a share for which a Right was exercisable
 immediately prior to the first occurrence of a Section 11(a)(ii) Event by the
 Purchase Price





                                       22
<PAGE>


 in effect immediately prior to such first occurrence), and dividing that
 product (which, following the first occurrence of a Section 13 Event, shall be
 referred to as the "Purchase Price" for each Right and for all purposes of this
 Agreement) by (2) 50% of the Current Market Price per share of the Common Stock
 of such Principal Party on the date of consummation of such Section 13 Event;
 (ii) such Principal Party shall thereafter be liable for, and shall assume, by
 virtue of such Section 13 Event, all the obligations and duties of the Company
 pursuant to this Agreement; (iii) the term "Company" shall thereafter be deemed
 to refer to such Principal Party, it being specifically intended that the
 provisions of Section 11 hereof shall apply only to such Principal Party
 following the first occurrence of a Section 13 Event; (iv) such Principal Party
 shall take such steps (including, but not limited to, the reservation of a
 sufficient number of shares of its Common Stock) in connection with the
 consummation of any such transaction as may be necessary to assure that the
 provisions hereof shall thereafter be applicable, as nearly as reasonably may
 be, in relation to its shares of Common Stock thereafter deliverable upon the
 exercise of the Rights; and (v) the provisions of Section 11(a)(ii) hereof
 shall be of no effect following the first occurrence of any Section 13 Event.

                (b) "Principal Party" shall mean

                     (i) in the case of any transaction described in clause (x)
      or (y) of the first sentence of Section 13(a), the Person that is the
      issuer of any securities into which shares of Voting Stock are converted
      in such merger or consolidation, and if no securities are so issued, the
      Person that is the other party to such merger or consolidation; and

                     (ii) in the case of any transaction described in clause (z)
      of the first sentence of Section 13(a), the Person that is the party
      receiving the greatest portion of the assets or earning power transferred
      pursuant to such transaction or transactions;

 provided, however, that in any such case, (1) if the Common Stock of such
 Person is not at such time and has not been continuously over the preceding
 twelve (12) month period registered under Section 12 of the Exchange Act, and
 such Person is a direct or indirect Subsidiary of another Person the Common
 Stock of which is and has been so registered, "Principal Party" shall refer to
 such other Person; and (2) in case such Person is a Subsidiary, directly or
 indirectly, of more than one Person, the Common Stocks of two or more of which
 are and have been so registered, "Principal Party" shall refer to whichever of
 such Persons is the issuer of the Common Stock having the greatest aggregate
 market value.

                (c) The Company shall not consummate any such consolidation,
 merger, sale or transfer unless the Principal Party shall have a sufficient
 number of authorized shares of its Common Stock which have not been issued or
 reserved for issuance to permit the exercise in full of the Rights in
 accordance with this Section 13 and unless prior thereto the Company and such
 Principal Party shall have executed and delivered to the Rights Agent a
 supplemental agreement providing for the terms set forth in paragraphs (a) and
 (b) of this Section 13 and further providing that, as soon as practicable after
 the date of any consolidation, merger or sale of assets mentioned in paragraph
 (a) of this Section 13, the Principal Party will

                     (i) prepare and file a registration statement under the
      Act, with respect to the Rights and the securities purchasable upon
      exercise of the Rights on an appropriate form, and will use its best
      efforts to cause such registration statement to (A) become effective as
      soon as practicable after such filing and (B) remain effective (with a
      prospectus at all times meeting the requirements of the Act) until the
      Expiration Date;




                                       23
<PAGE>


                     (ii) take all such other action as may be necessary to
      enable the Principal Party to issue the securities purchasable upon
      exercise of the Rights, including, but not limited to, the registration or
      qualification of such securities under all requisite securities laws of
      jurisdictions of the various states and the listing of such securities on
      such exchanges and trading markets as may be necessary or appropriate; and

                     (iii) deliver to holders of the Rights historical financial
      statements for the Principal Party and each of its Affiliates which comply
      in all respects with the requirements for registration on Form 10 under
      the Exchange Act.

 The provisions of this Section 13 shall similarly apply to successive mergers
 or consolidations or sales or other transfers. In the event that a Section 13
 Event shall occur at any time after the occurrence of a Section 11(a)(ii)
 Event, the Rights which have not theretofore been exercised shall thereafter
 become exercisable in the manner described in Section 13(a).

                (d) Notwithstanding anything in this Agreement to the contrary,
 Section 13 shall not be applicable to a transaction described in subparagraphs
 (x) and (y) of Section 13(a) hereof if (i) such transaction is consummated with
 a Person or Persons who acquired shares of Voting Stock pursuant to a
 Qualifying Offer (or a wholly owned subsidiary of any such Person or Persons),
 (ii) the price per share of Marathon Stock and Steel Stock offered in such
 transaction is not less than the price per share of Marathon Stock and Steel
 Stock, respectively, paid to all holders of shares of Marathon Stock and Steel
 Stock whose shares were purchased pursuant to such Qualifying Offer and (iii)
 the form of consideration being offered to the remaining holders of shares of
 Voting Stock pursuant to such transaction is cash. Upon consummation of any
 such transaction contemplated by this Section 13(d), all Rights hereunder shall
 expire.

           Section 14. Fractional Rights and Fractional Shares.

                (a) The Company shall not be required to issue fractions of
 Rights, except prior to the Distribution Date as provided in Section 11(p)
 hereof, or to distribute Rights Certificates which evidence fractional Rights.
 In lieu of such fractional Rights, there shall be paid to the registered
 holders of the Rights Certificates with regard to which such fractional Rights
 would otherwise be issuable, an amount in cash equal to the same fraction of
 the current market value of a whole Right. For purposes of this Section 14(a),
 the current market value of a whole Right shall be the closing price of the
 Rights for the Trading Day immediately prior to the date on which such
 fractional Rights would have been otherwise issuable. The closing price of the
 Rights for any day shall be the last sale price, regular way, or, in case no
 such sale takes place on such day, the average of the closing bid and asked
 prices, regular way, in either case as reported in the principal consolidated
 transaction reporting system with respect to securities listed or admitted to
 trading on the New York Stock Exchange or, if the Rights are not listed or
 admitted to trading on the New York Stock Exchange, as reported in the
 principal consolidated transaction reporting system with respect to securities
 listed on the principal national securities exchange on which the Rights are
 listed or admitted to trading, or if the Rights are not listed or admitted to
 trading on any national securities exchange, the last quoted price or, if not
 so quoted, the average of the high bid and low asked prices in the over-the-
 counter market, as reported by NASDAQ or such other system then in use or, if
 on any such date the Rights are not quoted by any such organization, the
 average of the closing bid and asked prices as furnished by a professional
 market maker making a market in the Rights selected by the Board of Directors.
 If on any such date no such market maker is making a market in the Rights the
 fair value of the Rights on such date as determined in good faith by the Board
 of Directors shall be used.




                                       24
<PAGE>


                (b) The Company shall not be required to issue fractions of
 shares of Preferred Stock (other than fractions which are integral multiples of
 one one-hundredth of a share of Preferred Stock) upon exercise of the Rights or
 to distribute certificates which evidence fractional shares of Preferred Stock
 (other than fractions which are integral multiples of one one-hundredth of a
 share of Preferred Stock). In lieu of fractional shares of Preferred Stock that
 are not integral multiples of one one-hundredth of a share of Preferred Stock,
 the Company may pay to the registered holders of Rights Certificates at the
 time such Rights are exercised as herein provided an amount in cash equal to
 the same fraction of the current market value of one one-hundredth of a share
 of Preferred Stock. For purposes of this Section 14(b), the current market
 value of one one-hundredth of a share of Preferred Stock shall be one
 one-hundredth of the closing price of a share of Preferred Stock (as determined
 pursuant to Section 11(d)(ii) hereof) for the Trading Day immediately prior to
 the date of such exercise.

                (c) Following the occurrence of a Triggering Event, the Company
 shall not be required to issue fractions of shares of Voting Stock upon
 exercise of the Rights or to distribute certificates which evidence fractional
 shares of Voting Stock. In lieu of fractional shares of Voting Stock, the
 Company may pay to the registered holders of Rights Certificates at the time
 such Rights are exercised as herein provided an amount in cash equal to the
 same fraction of the current market value of one (1) share of Marathon Stock or
 one (1) share of Steel Stock, as the case may be. For purposes of this Section
 14(c), the Current Market Value of one share of Marathon Stock or Steel Stock,
 as the case may be, shall be the closing price of one share of such Marathon
 Stock or Steel Stock for the Trading Day immediately prior to the date of such
 exercise.

                (d) The holder of a Right by the acceptance of the Rights
 expressly waives his right to receive any fractional Rights or any fractional
 shares upon exercise of a Right, except as permitted by this Section 14.

           Section 15. Rights of Action. All rights of action in respect of this
 Agreement are vested in the respective registered holders of the Rights
 Certificates (and, prior to the Distribution Date, the registered holders of
 the Voting Stock); and any registered holder of any Rights Certificate (or,
 prior to the Distribution Date, of the Voting Stock), without the consent of
 the Rights Agent or of the holder of any other Rights Certificate (or, prior to
 the Distribution Date, of the Voting Stock), may, in his own behalf and for his
 own benefit, enforce, and may institute and maintain any suit, action or
 proceeding against the Company to enforce, or otherwise act in respect of, his
 right to exercise the Rights evidenced by such Rights Certificate in the manner
 provided in such Rights Certificate and in this Agreement. Without limiting the
 foregoing or any remedies available to the holders of Rights, it is
 specifically acknowledged that the holders of Rights would not have an adequate
 remedy at law for any breach of this Agreement and shall be entitled to
 specific performance of the obligations hereunder and injunctive relief against
 actual or threatened violations of the obligations hereunder of any Person
 subject to this Agreement.

           Section 16. Agreement of Rights Holders. Every holder of a Right by
 accepting the same consents and agrees with the Company and the Rights Agent
 and with every other holder of a Right that:

                (a)  prior to the Distribution Date, the Rights will be
 transferable only in connection with the transfer of Voting Stock;




                                       25
<PAGE>


                (b) after the Distribution Date, the Rights Certificates are
 transferable only on the registry books of the Rights Agent if surrendered at
 the office or offices of the Rights Agent designated for such purposes, duly
 endorsed or accompanied by a proper instrument of transfer and with the
 appropriate forms and certificates fully executed;

                (c) subject to Section 6(a) and Section 7(f) hereof, the Company
 and the Rights Agent may deem and treat the person in whose name a Rights
 Certificate (or, prior to the Distribution Date, the associated Voting Stock
 certificate) is registered as the absolute owner thereof and of the Rights
 evidenced thereby (notwithstanding any notations of ownership or writing on the
 Rights Certificates or the associated Voting Stock certificate made by anyone
 other than the Company or the Rights Agent) for all purposes whatsoever, and
 neither the Company nor the Rights Agent, subject to the last sentence of
 Section 7(e) hereof, shall be required to be affected by any notice to the
 contrary; and

                (d) notwithstanding anything in this Agreement to the contrary,
 neither the Company nor the Rights Agent shall have any liability to any holder
 of a Right or other Person as a result of its inability to perform any of its
 obligations under this Agreement by reason of any preliminary or permanent
 injunction or other order, decree or ruling issued by a court of competent
 jurisdiction or by a governmental, regulatory or administrative agency or
 commission, or any statute, rule, regulation or executive order promulgated or
 enacted by any governmental authority, prohibiting or otherwise restraining
 performance of such obligation; provided, however, the Company must use its
 best efforts to have any such order, decree or ruling lifted or otherwise
 overturned as soon as possible.

           Section 17. Rights Certificate Holder Not Deemed a Stockholder. No
 holder, as such, of any Rights Certificate shall be entitled to vote, receive
 dividends or be deemed for any purpose the holder of the number of one
 one-hundredths of a share of Preferred Stock or any other securities of the
 Company which may at any time be issuable on the exercise of the Rights
 represented thereby, nor shall anything contained herein or in any Rights
 Certificate be construed to confer upon the holder of any Rights Certificate,
 as such, any of the rights of a stockholder of the Company or any right to vote
 for the election of directors or upon any matter submitted to stockholders at
 any meeting thereof, or to give or withhold consent to any corporate action, or
 to receive notice of meetings or other actions affecting stockholders (except
 as provided in Section 24 hereof), or to receive dividends or subscription
 rights, or otherwise, until the Right or Rights evidenced by such Rights
 Certificate shall have been exercised in accordance with the provisions hereof.

           Section 18. Concerning the Rights Agent.

                (a) The Company agrees to pay to the Rights Agent reasonable
 compensation for all services rendered by it hereunder and, from time to time,
 on demand of the Rights Agent, its reasonable expenses and counsel fees and
 disbursements and other disbursements incurred in the administration, execution
 or amendment of this Agreement and the exercise and performance of its duties
 hereunder. The Company also agrees to indemnify the Rights Agent for, and to
 hold it harmless against, any loss, liability, damage, judgment, fine, penalty,
 claim, demand, settlement, cost or expense, incurred without negligence, bad
 faith or willful misconduct (as finally determined by a court of competent
 jurisdiction) on the part of the Rights Agent, for anything done or omitted by
 the Rights Agent in connection with the acceptance and administration of this
 Agreement, including the costs and expenses of defending against any claim of
 liability in the premises.

                (b) The Rights Agent shall be protected and shall incur no
 liability for or in respect of any action taken, suffered or omitted by it in
 connection with its administration of this Agreement in reliance upon





                                       26
<PAGE>


 any Rights Certificate or certificate for Voting Stock or for other securities
 of the Company, instrument of assignment or transfer, power of attorney,
 endorsement, affidavit, letter, notice, direction, consent, certificate,
 statement, or other paper or document believed by it to be genuine and to be
 signed, executed and, where necessary, verified or acknowledged, by the proper
 Person or Persons.

                (c) Anything in this Agreement to the contrary notwithstanding,
 in no event shall the Rights Agent be liable for special, punitive, indirect,
 incidental or consequential loss or damage of any kind whatsoever (including,
 but not limited to, lost profits), even if the Rights Agent has been advised of
 the possibility of such loss or damage.

           Section 19. Merger or Consolidation or Change of Name of Rights
 Agent.

                (a) Any Person into which the Rights Agent or any successor
 Rights Agent may be merged or with which it may be consolidated, or any Person
 resulting from any merger or consolidation to which the Rights Agent or any
 successor Rights Agent shall be a party, or any Person succeeding to the
 shareholder services business of the Rights Agent or any successor Rights
 Agent, shall be the successor to the Rights Agent under this Agreement without
 the execution or filing of any paper or any further act on the part of any of
 the parties hereto; provided, however, that such Person would be eligible for
 appointment as a successor Rights Agent under the provisions of Section 21
 hereof. In case at the time such successor Rights Agent shall succeed to the
 agency created by this Agreement, any of the Rights Certificates shall have
 been countersigned but not delivered, any such successor Rights Agent may adopt
 the countersignature of a predecessor Rights Agent and deliver such Rights
 Certificates so countersigned; and in case at that time any of the Rights
 Certificates shall not have been countersigned, any successor Rights Agent may
 countersign such Rights Certificates either in the name of the predecessor or
 in the name of the successor Rights Agent; and in all such cases such Rights
 Certificates shall have the full force provided in the Rights Certificates and
 in this Agreement.

                (b) In case at any time the name of the Rights Agent shall be
 changed and at such time any of the Rights Certificates shall have been
 countersigned but not delivered, the Rights Agent may adopt the
 countersignature under its prior name and deliver Rights Certificates so
 countersigned; and in case at that time any of the Rights Certificates shall
 not have been countersigned, the Rights Agent may countersign such Rights
 Certificates either in its prior name or in its changed name; and in all such
 cases such Rights Certificates shall have the full force provided in the Rights
 Certificates and in this Agreement.

           Section 20. Duties of Rights Agent. The Rights Agent undertakes the
 duties and obligations imposed by this Agreement upon the following terms and
 conditions, by all of which the Company and the holders of Rights Certificates,
 by their acceptance thereof, shall be bound.

                (a) The Rights Agent may consult with legal counsel (who may be
 legal counsel for the Company), and the advice or opinion of such counsel shall
 be full and complete authorization and protection to the Rights Agent, and the
 Rights Agent shall incur no liability for or in respect of, any action taken or
 omitted by it in good faith and in accordance with such advice or opinion.

                (b) Whenever in the performance of its duties under this
 Agreement the Rights Agent shall deem it necessary or desirable that any fact
 or matter (including, without limitation, the identity of any Acquiring Person
 and the determination of Current Market Price) be proved or established by the
 Company prior to taking or suffering any action






                                       27
<PAGE>


 hereunder, such fact or matter (unless other evidence in respect thereof be
 herein specifically prescribed) may be deemed to be conclusively proved and
 established by a certificate signed by the Chairman of the Board, the
 President, any Vice President, the Treasurer, any Assistant Treasurer, the
 Secretary or any Assistant Secretary of the Company and delivered to the Rights
 Agent; and such certificate shall be full authorization and protection to the
 Rights Agent, and the Rights Agent shall incur no liability for or in respect
 of, any action taken or suffered in good faith by it under the provisions of
 this Agreement in reliance upon such certificate.

                (c) The Rights Agent shall be liable hereunder only for its own
 negligence, bad faith or willful misconduct (as finally determined by a court
 of competent jurisdiction).

                (d) The Rights Agent shall not be liable for or by reason of any
 of the statements of fact or recitals contained in this Agreement or in the
 Rights Certificates or be required to verify the same (except as to its
 countersignature on such Rights Certificates), but all such statements and
 recitals are and shall be deemed to have been made by the Company only.

                (e) The Rights Agent shall not be under any responsibility in
 respect of the validity of this Agreement or the execution and delivery hereof
 (except the due execution hereof by the Rights Agent) or in respect of the
 validity or execution of any Rights Certificate (except its countersignature
 thereof); nor shall it be responsible for any breach by the Company of any
 covenant or condition contained in this Agreement or in any Rights Certificate;
 nor shall it be responsible for any adjustment required under the provisions of
 Section 11 or Section 13 hereof or responsible for the manner, method or amount
 of any such adjustment or the ascertaining of the existence of facts that would
 require any such adjustment (except with respect to the exercise of Rights
 evidenced by Rights Certificates after actual notice of any such adjustment);
 nor shall it by any act hereunder be deemed to make any representation or
 warranty as to the authorization or reservation of any shares of Voting Stock
 or Preferred Stock to be issued pursuant to this Agreement or any Rights
 Certificate or as to whether any shares of Voting Stock or Preferred Stock
 will, when so issued, be validly authorized and issued, fully paid and
 nonassessable.

                (f) The Company agrees that it will perform, execute,
 acknowledge and deliver or cause to be performed, executed, acknowledged and
 delivered all such further and other acts, instruments and assurances as may
 reasonably be required by the Rights Agent for the carrying out or performing
 by the Rights Agent of the provisions of this Agreement.

                (g) The Rights Agent is hereby authorized and directed to accept
 instructions with respect to the performance of its duties hereunder from the
 Chairman of the Board, the President, any Vice President, the Secretary, any
 Assistant Secretary, the Treasurer or any Assistant Treasurer of the Company,
 and to apply to such officers for advice or instructions in connection with its
 duties, and it shall not be liable for any action taken or suffered to be taken
 by it in good faith in accordance with instructions of any such officer.

                (h) The Rights Agent and any stockholder, affiliate, director,
 officer or employee of the Rights Agent may buy, sell or deal in any of the
 Rights or other securities of the Company or become pecuniarily interested in
 any transaction in which the Company may be interested, or contract with or
 lend money to the Company or otherwise act as fully and freely as though it
 were not Rights Agent under this Agreement. Nothing herein shall preclude the
 Rights Agent from acting in any other capacity for the Company or for any other
 Person.




                                       28
<PAGE>


                (i) The Rights Agent may execute and exercise any of the rights
 or powers hereby vested in it or perform any duty hereunder either itself or by
 or through its attorneys or agents, and the Rights Agent shall not be
 answerable or accountable for any act, default, neglect or misconduct of any
 such attorneys or agents or for any loss to the Company or any other Person
 resulting from any such act, default, neglect or misconduct; provided, however,
 reasonable care was exercised in the selection and continued employment
 thereof.

                (j) No provision of this Agreement shall require the Rights
 Agent to expend or risk its own funds or otherwise incur any financial
 liability in the performance of any of its duties hereunder or in the exercise
 of its rights if there shall be reasonable grounds for believing that repayment
 of such funds or adequate indemnification against such risk or liability is not
 reasonably assured to it.

                (k) If, with respect to any Rights Certificate surrendered to
 the Rights Agent for exercise or transfer, the certificate attached to the form
 of assignment or form of election to purchase, as the case may be, has either
 not been completed or indicates an affirmative response to clause 1 and/or 2
 thereof, the Rights Agent shall not take any further action with respect to
 such requested exercise of transfer without first consulting with the Company.

           Section 21. Change of Rights Agent. The Rights Agent or any successor
 Rights Agent may resign and be discharged from its duties under this Agreement
 upon thirty (30) days' notice in writing mailed to the Company, and to each
 transfer agent of the Marathon Stock, Steel Stock and Preferred Stock, by
 registered or certified mail, and to the holders of the Rights Certificates by
 first-class mail. The Company may remove the Rights Agent or any successor
 Rights Agent upon thirty (30) days' notice in writing, mailed to the Rights
 Agent or successor Rights Agent, as the case may be, and to each transfer agent
 of the Marathon Stock, Steel Stock and Preferred Stock, by registered or
 certified mail, and to the holders of the Rights Certificates by first-class
 mail. If the Rights Agent shall resign or be removed or shall otherwise become
 incapable of acting, the Company shall appoint a successor to the Rights Agent.
 If the Company shall fail to make such appointment within a period of thirty
 (30) days after giving notice of such removal or after it has been notified in
 writing of such resignation or incapacity by the resigning or incapacitated
 Rights Agent or by the holder of a Rights Certificate (who shall, with such
 notice, submit his Rights Certificate for inspection by the Company), then any
 registered holder of any Rights Certificate may apply to any court of competent
 jurisdiction for the appointment of a new Rights Agent. Any successor Rights
 Agent, whether appointed by the Company or by such a court, shall be (a) a
 Person organized and doing business under the laws of the United States or of
 any state thereof so long as such Person is authorized to do business in the
 State of New York and is subject to supervision or examination by federal or
 state authority and which has at the time of its appointment as Rights Agent a
 combined capital and surplus of at least $50,000,000 or (b) any affiliate
 thereof. After appointment, the successor Rights Agent shall be vested with the
 same powers, rights, duties and responsibilities as if it had been originally
 named as Rights Agent without further act or deed; but the predecessor Rights
 Agent shall deliver and transfer to the successor Rights Agent any property at
 the time held by it hereunder, and execute and deliver any further assurance,
 conveyance, act or deed necessary for the purpose. Not later than the effective
 date of any such appointment, the Company shall file notice thereof in writing
 with the predecessor Rights Agent and each transfer agent of the Marathon
 Stock, Steel Stock and the Preferred Stock, and mail a notice thereof in
 writing to the registered holders of the Rights Certificates. Failure to give
 any notice provided for in this Section 21, however, or any defect therein,
 shall not affect the legality or validity of the resignation or removal of the
 Rights Agent or the appointment of the successor Rights Agent, as the case may
 be.




                                       29
<PAGE>


           Section 22. Issuance of New Rights Certificates. Notwithstanding any
 of the provisions of this Agreement or of the Rights to the contrary, the
 Company may, at its option, issue new Rights Certificates evidencing Rights in
 such form as may be approved by its Board of Directors to reflect any
 adjustment or change in the Purchase Price and the number or kind or class of
 shares or other securities or property purchasable under the Rights
 Certificates made in accordance with the provisions of this Agreement. In
 addition, in connection with the issuance or sale of shares of Voting Stock
 following the Distribution Date and prior to the redemption or expiration of
 the Rights, the Company (a) shall, with respect to shares of Voting Stock so
 issued or sold pursuant to the exercise of stock options or under any employee
 plan or arrangement outstanding, granted or awarded prior to the Distribution
 Date, or upon the exercise, conversion or exchange of securities hereinafter
 issued by the Company, and (b) may, in any other case, if deemed necessary or
 appropriate by the Board of Directors, issue Rights Certificates representing
 the appropriate number of Rights in connection with such issuance or sale;
 provided, however, that (i) no such Rights Certificate shall be issued if, and
 to the extent that, the Company shall be advised by counsel that such issuance
 would create a significant risk of material adverse tax consequences to the
 Company or the Person to whom such Rights Certificate would be issued, and (ii)
 no such Rights Certificate shall be issued if, and to the extent that,
 appropriate adjustment shall otherwise have been made in lieu of the issuance
 thereof.

           Section 23. Redemption and Termination.

                (a) The Board of Directors may, at its option, at any time prior
 to the earlier of (i) the close of business on the tenth Business Day following
 the Stock Acquisition Date (or, if the Stock Acquisition Date shall have
 occurred prior to the Record Date, the close of business on the tenth Business
 Day following the Record Date), or (ii) the Final Expiration Date, redeem all
 but not less than all of the then outstanding Rights at a redemption price of
 $.01 per Right, as such amount may be appropriately adjusted to reflect any
 stock split, stock dividend or similar transaction occurring after the date
 hereof (such redemption price being hereinafter referred to as the "Redemption
 Price"). To encourage third parties seeking to acquire the Company to make a
 non-coercive offer which will maximize value for all stockholders, the Board of
 Directors shall consider, in determining whether to redeem the Rights in
 connection with any proposal or offer, whether such proposal or offer meets the
 requirements of a Qualifying Offer, and, if not, in which respects such offer
 or proposal fails to meet such requirements. The Company may, at its option,
 pay the Redemption Price in cash, shares of Marathon Stock or Steel Stock
 (based on the Current Market Price of such shares at the time of redemption) or
 any other form of consideration deemed appropriate by the Board of Directors.
 Notwithstanding anything contained in this Agreement to the contrary, the
 Rights shall not be exercisable after the first occurrence of a Section
 11(a)(ii) Event until such time as the Company's right of redemption hereunder
 has expired.

                (b) Immediately upon the action of the Board of Directors
 ordering the redemption of the Rights, evidence of which shall have been filed
 with the Rights Agent and without any further action and without any notice,
 the right to exercise the Rights will terminate and the only right thereafter
 of the holders of Rights shall be to receive the Redemption Price for each
 Right so held. Promptly after the action of the Board of Directors ordering the
 redemption of the Rights, the Company shall give notice of such redemption to
 the Rights Agent and the holders of the then outstanding Rights by mailing such
 notice to all such holders at each holder's last address as it appears upon the
 registry books of the Rights Agent or, prior to the Distribution Date, on the
 registry books of the Transfer Agent for each of the Marathon Stock and Steel
 Stock. Any notice




                                       30
<PAGE>


 which is mailed in the manner herein provided shall be deemed given, whether or
 not the holder receives the notice. Each such notice of redemption will state
 the method by which the payment of the Redemption Price will be made.

           Section 24. Notice of Certain Events.

                (a) In case the Company shall propose, at any time after the
 Distribution Date, (i) to pay any dividend payable in stock of any class to the
 holders of Preferred Stock or to make any other distribution to the holders of
 Preferred Stock (other than a regular quarterly cash dividend out of earnings
 or retained earnings of the Company), or (ii) to offer to the holders of
 Preferred Stock rights or warrants to subscribe for or to purchase any
 additional shares of Preferred Stock or shares of stock of any class or any
 other securities, rights or options, or (iii) to effect any reclassification of
 its Preferred Stock (other than a reclassification involving only the
 subdivision of outstanding shares of Preferred Stock), or (iv) to effect any
 consolidation or merger into or with any other Person (other than a Subsidiary
 of the Company in a transaction which complies with Section 11(o) hereof), or
 to effect any sale or other transfer (or to permit one or more of its
 Subsidiaries to effect any sale or other transfer), in one transaction or a
 series of related transactions, of more than 50% of the assets, earning power
 or cash flow of the Company and its Subsidiaries (taken as a whole) to any
 other Person or Persons (other than the Company and/or any of its Subsidiaries
 in one or more transactions each of which complies with Section 11(o) hereof),
 or (v) to effect the liquidation, dissolution or winding up of the Company,
 then, in each such case, the Company shall give to each holder of a Rights
 Certificate, to the extent feasible and in accordance with Section 25 hereof, a
 notice of such proposed action, which shall specify the record date for the
 purposes of such stock dividend, distribution of rights or warrants, or the
 date on which such reclassification, consolidation, merger, sale, transfer,
 liquidation, dissolution, or winding up is to take place and the date of
 participation therein by the holders of the shares of Preferred Stock, if any
 such date is to be fixed, and such notice shall be so given in the case of any
 action covered by clause (i) or (ii) above at least twenty (20) days prior to
 the record date for determining holders of the shares of Preferred Stock for
 purposes of such action, and in the case of any such other action, at least
 twenty (20) days prior to the date of the taking of such proposed action or the
 date of participation therein by the holders of the shares of Preferred Stock,
 whichever shall be the earlier.

                (b) In case any Section 11(a)(ii) Event hereof shall occur,
 then, in any such case, (i) the Company shall as soon as practicable thereafter
 give to each holder of a Rights Certificate, to the extent feasible and in
 accordance with Section 25 hereof, a notice of the occurrence of such event,
 which shall specify the event and the consequences of the event to holders of
 Rights under Section 11(a)(ii) hereof, and (ii) all references in the preceding
 paragraph to Preferred Stock shall be deemed thereafter to refer to Voting
 Stock and/or, if appropriate, other securities.

           Section 25. Notices. Notices or demands authorized by this Agreement
 to be given or made by the Rights Agent or by the holder of any Rights
 Certificate to or on the Company shall be sufficiently given or made if sent by
 first-class mail, postage prepaid, addressed (until another address is filed in
 writing with the Rights Agent) as follows:

           USX Corporation
           600 Grant Street
           Pittsburgh, Pennsylvania  15219-4776
           Attention:  Corporate Secretary




                                       31
<PAGE>


 Subject to the provisions of Section 21, any notice or demand authorized by
 this Agreement to be given or made by the Company or by the holder of any
 Rights Certificate to or on the Rights Agent shall be sufficiently given or
 made if sent by first-class mail, postage prepaid, addressed (until another
 address is filed in writing with the Company) as follows:

           ChaseMellon Shareholder Services, L.L.C.
           One Mellon Bank Center
           500 Grant Street
           Room 2122
           Pittsburgh, Pennsylvania  15258-0001
           Attention:  Relationship Manager

 Notices or demands authorized by this Agreement to be given or made by the
 Company or the Rights Agent to the holder of any Rights Certificate (or, if
 prior to the Distribution Date, to the holder of certificates representing
 shares of Voting Stock) shall be sufficiently given or made if sent by
 first-class mail, postage prepaid, addressed to such holder at the address of
 such holder as shown on the registry books of the Company.

 In the event that the Company is required to make a public announcement or
 provide notice to the holders of Rights Certificates pursuant to any provision
 of this Agreement, it shall provide such announcement or notice to the Rights
 Agent on or prior to the date of such announcement or provision of notice.

           Section 26. Supplements and Amendments. Prior to the Distribution
 Date, and subject to the last sentence of this Section 26, the Company and the
 Rights Agent shall, if the Company so directs, supplement or amend any
 provision of this Agreement without the approval of any holders of certificates
 representing shares of Voting Stock. From and after the Distribution Date, the
 Company and the Rights Agent shall, if the Company so directs, supplement or
 amend this Agreement without the approval of any holders of Rights Certificates
 in order (i) to cure any ambiguity, (ii) to correct or supplement any provision
 contained herein which may be defective or inconsistent with any other
 provisions herein, (iii) to shorten or lengthen any time period hereunder, or
 (iv) to change or supplement the provisions hereunder in any manner which the
 Company may deem necessary or desirable and which shall not adversely affect
 the interests of the Rights Agent or the holders of Rights Certificates (other
 than an Acquiring Person or an Affiliate or Associate of an Acquiring Person);
 provided, this Agreement may not be supplemented or amended to lengthen,
 pursuant to clause (iii) of this sentence, (A) a time period relating to when
 the Rights may be redeemed at such time as the Rights are not then redeemable,
 or (B) any other time period, unless such lengthening is for the purpose of
 protecting, enhancing or clarifying the rights of, and/or the benefits to, the
 holders of Rights. Upon the delivery of a certificate from an appropriate
 officer of the Company which states that the proposed supplement or amendment
 is in compliance with the terms of this Section 26 and provided such supplement
 or amendment does not adversely affect the Rights Agent's duties, liabilities
 or obligations hereunder, the Rights Agent shall execute such supplement or
 amendment. Prior to the Distribution Date, the interests of the holders of
 Rights shall be deemed coincident with the interests of the holders of Voting
 Stock. Notwithstanding anything herein to the contrary, this Agreement may not
 be amended at a time when the Rights are not redeemable.

           Section 27. Successors. All the covenants and provisions of this
 Agreement by or for the benefit of the Company or the Rights Agent shall bind
 and inure to the benefit of their respective successors and assigns hereunder.

           Section 28. Determinations and Actions by the Board of Directors,
 etc. For all purposes of this Agreement, any calculation of the Voting Power or
 the number of shares of Voting Stock outstanding at any





                                       32
<PAGE>


 particular time, including for purposes of determining the particular
 percentage of Voting Power or such outstanding shares of Voting Stock of which
 any Person is the Beneficial Owner, shall be made in accordance with the last
 sentence of Rule 13d-3(d)(1)(i) of the General Rules and Regulations under the
 Exchange Act. The Board of Directors shall have the exclusive power and
 authority to administer this Agreement and to exercise all rights and powers
 specifically granted to the Board of Directors or to the Company, or as may be
 necessary or advisable in the administration of this Agreement, including,
 without limitation, the right and power to (i) interpret the provisions of this
 Agreement, (ii) make all determinations deemed necessary or advisable for the
 administration of this Agreement (including a determination to redeem or not
 redeem the Rights or to amend the Agreement) and (iii) calculate from time to
 time the Voting Power and the relative voting power of the Marathon Stock and
 the Steel Stock, in accordance with the Company's Restated Certificate of
 Incorporation. All such actions, calculations, interpretations and
 determinations (including, for purposes of clause (y) below, all omissions with
 respect to the foregoing) which are done or made by the Board of Directors in
 good faith, shall (x) be final, conclusive and binding on the Company, the
 Rights Agent, the holders of the Rights and all other Persons, and (y) not
 subject the Board of Directors or any directors on the Board of Directors to
 any liability to the holders of the Rights. Nothing contained in this Agreement
 shall be deemed to be in derogation of the obligation of the Board of Directors
 to exercise its fiduciary duty or shall be construed to suggest or imply that
 the Board of Directors shall not be entitled to reject any Qualifying Offer, or
 to recommend that holders of shares of Voting Stock reject any Qualifying
 Offer, or to take any other action (including, without limitation, commencing,
 prosecuting, defending or settling any litigation, recommending that
 stockholders tender into any other offer, taking any action permitted under any
 applicable state laws or proposing or engaging, at any time, in any
 acquisition, disposition or other transfer of any securities of the Company,
 any merger or consolidation involving the Company, any sale or other transfer
 of assets of the Company, any recapitalization, liquidation, dissolution or
 winding up of the Company, or any other business combination or other
 transaction) with respect to any Qualifying Offer that the Board of Directors
 believes is necessary or appropriate in the exercise of such fiduciary duty.

           Section 29. Exchange.

                (a) The Board of Directors may, at its option, at any time after
 any Person becomes an Acquiring Person, exchange all or part of the then
 outstanding and exercisable Marathon Rights and Steel Rights (which shall not
 include Rights that have become void pursuant to the provision of Section 7(e)
 hereof), as the case may be, for shares of Marathon Stock or Steel Stock,
 respectively, at an exchange ratio of one share of Marathon Stock per Marathon
 Right and one share of Steel Stock per Steel Right, and appropriately adjusted
 to reflect any stock split, stock dividend or similar transaction occurring
 after the date hereof (such exchange ratio being hereinafter referred to as the
 "Exchange Ratio"). Notwithstanding the foregoing, the Board of Directors shall
 not be empowered to effect such exchange at any time after any Person (other
 than the Company, any Subsidiary of the Company, any employee benefit plan of
 the Company or any such Subsidiary, or any entity holding shares of Voting
 Stock for or pursuant to the terms of any such plan), together with all
 Affiliates and Associates of such Person, becomes the Beneficial Owner of
 shares of Voting Stock representing 50% or more of the Voting Power of the
 Company.

                (b) Immediately upon the action of the Board of Directors
 ordering the exchange of any Rights pursuant to subsection (a) of this Section
 29 and without any further action and without any notice, the right to exercise
 such Rights shall terminate and the only right thereafter of a holder of such
 Marathon Rights and Steel Rights, as the case may be, shall be to receive that
 number of shares of Marathon Stock and Steel Stock,





                                       33
<PAGE>


 respectively, equal to the number of such Rights held by such holder multiplied
 by the Exchange Ratio. The Company shall promptly give public notice of any
 such exchange; provided, however, that the failure to give, or any defect in,
 such notice shall not affect the validity of such exchange. The Company
 promptly shall mail a notice of any such exchange to all of the holders of such
 Rights at their last addresses as they appear upon the registry books of the
 Rights Agent. Any notice which is mailed in the manner herein provided shall be
 deemed given, whether or not the holder receives the notice. Each such notice
 of exchange will state the method by which the exchange of the shares of Voting
 Stock for Rights will be effected and, in the event of any partial exchange,
 the number of Rights which will be exchanged. Any partial exchange shall be
 affected pro rata based on the number of Rights (other than Rights which have
 become void pursuant to the provisions of Section 7(e) hereof) held by each
 holder of Rights.

                (c) In any exchange pursuant to this Section 29, the Company, at
 its option, may substitute Preferred Stock (or Equivalent Preferred Stock, as
 such term is defined in Section 11(b) hereof) for shares of Voting Stock
 exchangeable for Rights, at the initial rate of one one-hundredths of a share
 of Preferred Stock (or Equivalent Preferred Stock) for each share of Voting
 Stock, as appropriately adjusted to reflect stock splits, stock dividends or
 other similar transactions after the date hereof.

                (d) In the event that there shall not be sufficient shares of
 Voting Stock issued but not outstanding or authorized but unissued to permit
 any exchange of Rights as contemplated in accordance with this Section 29, the
 Company shall take all such action as may be necessary to authorize additional
 shares of Marathon Stock or Steel Stock, as the case may be, for issuance upon
 exchange of the Rights.

                (e) The Company shall not be required to issue fractions of
 shares of Voting Stock or to distribute certificates which evidence fractional
 shares of Voting Stock. In lieu of such fractional shares of Voting Stock,
 there shall be paid to the registered holders of the Rights Certificates with
 regard to which such fractional shares of Voting Stock would otherwise be
 issuable, an amount in cash equal to the same fraction of the current market
 value of a whole share of Marathon Stock or Steel Stock, as the case may be.
 For the purposes of this subsection (e), the current market value of a whole
 share of Marathon Stock or Steel Stock shall be the closing price of such share
 of Marathon Stock or Steel Stock (as determined pursuant to Section 11(d)(i)
 hereof) for the Trading Day immediately prior to the date of exchange pursuant
 to this Section 29.

           Section 30. Benefits of this Agreement. Nothing in this Agreement
 shall be construed to give to any Person other than the Company, the Rights
 Agent and the registered holders of the Rights Certificates (and, prior to the
 Distribution Date, registered holders of the Voting Stock) any legal or
 equitable right, remedy or claim under this Agreement; but this Agreement shall
 be for the sole and exclusive benefit of the Company, the Rights Agent and the
 registered holders of the Rights Certificates (and, prior to the Distribution
 Date, registered holders of the Voting Stock).

           Section 31. Severability. If any term, provision, covenant or
 restriction of this Agreement is held by a court of competent jurisdiction or
 other authority to be invalid, void or unenforceable, the remainder of the
 terms, provisions, covenants and restrictions of this Agreement shall remain in
 full force and effect and shall in no way be affected, impaired or invalidated;
 provided, however, that notwithstanding anything in this Agreement to the
 contrary, if any such term, provision, covenant or restriction is held by such
 court or authority to be invalid, void or unenforceable and the Board of
 Directors determines in its good faith






                                       34
<PAGE>


 judgment that severing the invalid language from this Agreement would adversely
 affect the purpose or effect of this Agreement, the right of redemption set
 forth in Section 23 hereof (if it has expired) shall be reinstated and shall
 not expire until the close of business on the tenth day following the date of
 such determination by the Board of Directors and the Company shall promptly
 notify the Rights Agent of such reinstatement.

           Section 32. Governing Law. This Agreement, each Right and each Rights
 Certificate issued hereunder shall be deemed to be a contract made under the
 laws of the State of Delaware and for all purposes shall be governed by and
 construed in accordance with the laws of such State applicable to contracts
 made and to be performed entirely within such State; provided, however, that
 all provisions regarding the rights, duties and obligations of the Rights Agent
 shall be governed by and construed in accordance with the laws of the State of
 New York applicable to contracts made and to be performed entirely within such
 State.

           Section 33. Counterparts. This Agreement may be executed in any
 number of counterparts and each of such counterparts shall for all purposes be
 deemed to be an original, and all such counterparts shall together constitute
 but one and the same instrument.

           Section 34. Descriptive Headings. Descriptive headings of the several
 Sections of this Agreement are inserted for convenience only and shall not
 control or affect the meaning or construction of any of the provisions hereof.


                          [SIGNATURE PAGE FOLLOWS]


      IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
 duly executed as of the day and year first above written.


                                 USX CORPORATION



                             By:  /s/ Kenneth L. Matheny
                                  -------------------------------
                             Name:  Kenneth L. Matheny
                             Title: Vice President & Comptroller



                             CHASEMELLON SHAREHOLDER SERVICES, L.L.C.



                             By: /s/ Marilyn Spisak
                                 -------------------------------
                              Name: Marilyn Spisak
                              Title: Vice President





                                       35
<PAGE>


                                                                       Exhibit A


                          SUMMARY OF RIGHTS TO PURCHASE
                                 PREFERRED STOCK


      On September 28, 1999, the Board of Directors of USX Corporation (the
 "Company") adopted a Stockholder Rights Plan and declared a dividend
 distribution of (i) one USX-U.S. Steel Group Right (a "Steel Right") for each
 outstanding share of USX-U.S. Steel Group Common Stock ("Steel Stock") and (ii)
 one USX-Marathon Group Right (a "Marathon Right" and, together with the Steel
 Rights, the "Rights") for each share of USX-Marathon Group Common Stock
 ("Marathon Stock" and, together with the Steel Stock, the "Voting Stock") to
 stockholders of record at the close of business on October 9, 1999 (the "Record
 Date"). Each Right entitles the registered holder to purchase from the Company
 a unit consisting of one one-hundredth of a share (a "Unit") of Series A Junior
 Preferred Stock, no par value (the "Preferred Stock"), at a Purchase Price of
 $110 in cash per Unit, subject to adjustment. The description and terms of the
 Rights are set forth in a Rights Agreement (the "Rights Agreement") between the
 Company and ChaseMellon Shareholder Services, L.L.C., a New Jersey limited
 liability company, as Rights Agent.

      Initially, the Marathon Rights and the Steel Rights will be attached to
 all certificates representing shares of Marathon Stock and Steel Stock,
 respectively, then outstanding, and no separate Rights Certificates will be
 distributed. Subject to certain exceptions specified in the Rights Agreement,
 the Marathon Rights and the Steel Rights will separate from the certificates
 representing shares of Marathon Stock and Steel Stock, respectively, and a
 Distribution Date will occur upon the earlier of (i) 10 business days following
 a public announcement that a person or group of affiliated or associated
 persons (an "Acquiring Person") has acquired, or obtained the right to acquire,
 beneficial ownership of Voting Stock representing 15% or more of the
 outstanding Voting Power of the Company (the "Stock Acquisition Date") other
 than as a result of the Company's calculation from time to time of the relative
 voting rights of the Marathon Stock and Steel Stock, repurchases of stock by
 the Company or certain inadvertent actions by institutional or certain other
 stockholders, or (ii) 10 business days (or such later date as the Board of
 Directors shall determine) following the commencement of a tender offer or
 exchange offer that would result in a person or group becoming an Acquiring
 Person. Until the Distribution Date, (i) the Marathon Rights and the Steel
 Rights will be evidenced by the certificates representing shares of Marathon
 Stock and Steel Stock, respectively, and will be transferred with and only with
 such certificates, (ii) new Marathon Stock and Steel Stock certificates issued
 after the Record Date will contain a notation incorporating the Rights
 Agreement by reference and (iii) the surrender for transfer of any certificates
 for Marathon Stock and Steel Stock outstanding will also constitute the
 transfer of the Marathon Rights and Steel Rights, respectively, associated with
 the Marathon Stock and Steel Stock represented by such certificate.

      The Rights are not exercisable until the Distribution Date and will expire
 at the close of business on October 9, 2009, unless such date is extended or
 the Rights are earlier redeemed or exchanged by the Company as described below.
 Pursuant to the Rights Agreement, the Company reserves the right to require
 prior to the occurrence of a Triggering Event (as defined below) that, upon any
 exercise of Rights, a number of Rights be exercised so that only whole shares
 (or fractions which are integral multiples of one one-hundredth of a share) of
 Preferred Stock will be issued.

      As soon as practicable after the Distribution Date, Certificates for
 Marathon Rights and Steel Rights will be mailed to holders of record of the
 Marathon Stock and Steel Stock, respectively, as of the close of business on
 the Distribution Date and, thereafter, the separate Certificates for Marathon
 Rights and Steel Rights alone will represent the Marathon Rights and Steel
 Rights, respectively. Except as otherwise determined by the Board of Directors,
 Rights will be issued in connection with all shares of Voting Stock issued by
 the Company, including shares of Voting Stock issued upon the exercise of
 employee stock options or the conversion of convertible securities issued after
 October 9, 1999 but prior to the Distribution Date.



                                       36
<PAGE>


      In the event that a Person becomes an Acquiring Person, except pursuant to
 a Qualifying Offer (as defined below), each holder of a Marathon Right or Steel
 Right (other than the Acquiring Person and certain related parties) will
 thereafter have the right to receive, upon exercise, Marathon Stock or Steel
 Stock, respectively (or, in certain circumstances, cash, property or other
 securities of the Company) having a value equal to two times the exercise price
 of the Marathon Right or Steel Right. However, Rights are not exercisable until
 such time as the Rights are no longer redeemable by the Company, as set forth
 below. A "Qualifying Offer" is defined as an all-cash tender offer for all
 outstanding Marathon Stock and Steel Stock that is fully financed, remains open
 for a period of at least 45 Business Days, results in the offeror owning shares
 of Voting Stock representing a majority of the Voting Power as of the day
 immediately prior to the date of announcement of such offer, assures a prompt
 second- step acquisition of shares not purchased in the initial offer at the
 same price as the initial offer and meets certain other requirements.

      For example, at an exercise price of $110 per Right, each Marathon Right
 or Steel Right not owned by an Acquiring Person (or by certain related parties)
 following an event set forth in the preceding paragraph would entitle its
 holder to purchase $220 worth of Marathon Stock or Steel Stock, respectively
 (or other consideration, as noted above) for $110. Assuming that the Marathon
 Stock or Steel Stock, respectively, as the case may be, had a per share value
 of $55 at such time, the holder of each valid Marathon Right or Steel Right
 would be entitled to purchase four shares of Marathon Stock or Steel Stock,
 respectively, for $110.

      In the event that, at any time following the Stock Acquisition Date, (i)
 the Company engages in a merger or other business combination transaction in
 which the Company is not the surviving corporation, (ii) the Company engages in
 a merger or other business transaction in which the Company is the surviving
 corporation and the Voting Stock is changed or exchanged, or (iii) 50% or more
 of the Company's assets or earning power is sold or transferred, each holder of
 a Right (other than Rights that previously have been voided as set forth above)
 shall thereafter have the right to receive, upon exercise, Common Stock of the
 acquiring company having a value equal to two times the exercise price of the
 Right. The events set forth in this paragraph and in the second preceding
 paragraph are referred to as the "Triggering Events."

      The Purchase Price payable, and the number of Units of Preferred Stock or
 other securities or property issuable, upon exercise of the Rights are subject
 to adjustment from time to time to prevent dilution (i) in the event of a stock
 dividend on, or a subdivision, combination or reclassification of, the
 Preferred Stock, (ii) if holders of the Preferred Stock are granted certain
 rights or warrants to subscribe for Preferred Stock or convertible securities
 at less than the Current Market Price of the Preferred Stock, or (iii) upon the
 distribution to holders of the Preferred Stock of evidences of indebtedness or
 assets (excluding regular quarterly cash dividends) or of subscription rights
 or warrants (other than those referred to above).

      With certain exceptions, no adjustment in the Purchase Price will be
 required until cumulative adjustments amount to at least 1% of the Purchase
 Price. No fractional Units will be issued and, in lieu thereof, an adjustment
 in cash will be made based on the market price of the Preferred Stock on the
 last trading date prior to the date of exercise.

      Up to and including the tenth business day after the Stock Acquisition
 Date (subject to extension), the Company may redeem the Rights in whole, but
 not in part, at a price of $.01 per Right payable in stock or cash or





                                       37
<PAGE>


 any other form of consideration deemed appropriate by the Board of Directors
 (the "Redemption Price"). Immediately upon the action of the Board of Directors
 ordering redemption of the Rights, the Rights will terminate and the only right
 of the holders of Rights will be to receive the Redemption Price.

      The Board of Directors may, at its option, at any time after any Person
 becomes an Acquiring Person, exchange all or part of the outstanding and
 exercisable Marathon Rights and Steel Rights (other than Rights held by the
 Acquiring Person and certain related parties) for shares of Marathon Stock or
 Steel Stock, respectively, at an exchange ratio of one share of Marathon Stock
 or Steel Stock per Marathon Right or Steel Right, respectively (subject to
 certain anti-dilution adjustments). However, the Board of Directors may not
 effect such an exchange at any time any Person or group owns Voting Stock
 representing 50% or more of the Voting Power of the Company then outstanding.
 Immediately after the Board of Directors orders such an exchange, the right to
 exercise the Marathon Rights and Steel Rights shall terminate and the holders
 of Marathon Rights and Steel Rights shall thereafter only be entitled to
 receive shares of Marathon Stock and Steel Stock, respectively, at the
 applicable exchange ratio.

      Until a Right is exercised, the holder thereof, as such, will have no
 rights as a stockholder of the Company, including, without limitation, the
 right to vote or to receive dividends. While the distribution of the Rights
 will not be taxable to stockholders or to the Company, stockholders may,
 depending upon the circumstances, recognize taxable income in the event that
 the Marathon Rights and Steel Rights become exercisable for Marathon Stock or
 Steel Stock, respectively (or other consideration), of the Company or for
 Common Stock of the acquiring company as set forth above.

      Any of the provisions of the Rights Agreement may be amended by the Board
 of Directors prior to the Distribution Date. After the Distribution Date, the
 provisions of the Rights Agreement may be amended by the Board of Directors in
 order to cure any ambiguity, to make changes which do not adversely affect the
 interests of holders of Rights, or to shorten or lengthen any time period under
 the Rights Agreement. The foregoing notwithstanding, no amendment may be made
 at such time as the Rights are not redeemable.

      A copy of the Rights Agreement is being filed with the Securities and
 Exchange Commission as an Exhibit to a Registration Statement on Form 8-A. A
 copy of the Rights Agreement is available free of charge from the Rights Agent.
 This summary description of the Rights does not purport to be complete and is
 qualified in its entirety by reference to the Rights Agreement, which is
 incorporated herein by reference.




                                       38
<PAGE>



                                                                       Exhibit B

                          [Form of Rights Certificate]


 Certificate No- R-                                        _________ Rights

 NOT EXERCISABLE AFTER OCTOBER 9, 2009 UNLESS EXTENDED PRIOR THERETO BY THE
 BOARD OF DIRECTORS OR EARLIER IF REDEEMED BY THE COMPANY. THE RIGHTS ARE
 SUBJECT TO REDEMPTION, AT THE OPTION OF THE COMPANY, AT $.01 PER RIGHT ON THE
 TERMS SET FORTH IN THE RIGHTS AGREEMENT. UNDER CERTAIN CIRCUMSTANCES, RIGHTS
 BENEFICIALLY OWNED BY AN ACQUIRING PERSON (AS SUCH TERM IS DEFINED IN THE
 RIGHTS AGREEMENT) AND ANY SUBSEQUENT HOLDER OF SUCH RIGHTS MAY BECOME NULL AND
 VOID. [THE RIGHTS REPRESENTED BY THIS RIGHTS CERTIFICATE ARE OR WERE
 BENEFICIALLY OWNED BY A PERSON WHO WAS OR BECAME AN ACQUIRING PERSON OR AN
 AFFILIATE OR ASSOCIATE OF AN ACQUIRING PERSON (AS SUCH TERMS ARE DEFINED IN THE
 RIGHTS AGREEMENT). ACCORDINGLY, THIS RIGHTS CERTIFICATE AND THE RIGHTS
 REPRESENTED HEREBY MAY BECOME NULL AND VOID IN THE CIRCUMSTANCES SPECIFIED IN
 SECTION 7(e) OF SUCH AGREEMENT.] (1)

------------------
(1)  The portion of the legend in brackets shall be inserted only if applicable
     and shall replace the preceding sentence.


                               Rights Certificate

                                 USX CORPORATION

      This certifies that

 , or registered assigns, is the registered owner of the number of Rights set
 forth above, each of which entitles the owner thereof, subject to the terms,
 provisions and conditions of the Rights Agreement, dated as of September 28,
 1999 (the "Rights Agreement"), between USX Corporation, a Delaware corporation
 (the "Company"), and ChaseMellon Shareholder Services, L.L.C., a New Jersey
 limited liability company (the "Rights Agent"), to purchase from the Company at
 any time prior to 5:00 P.M. (New York City time) on October 9, 2009 (unless
 extended prior thereto by the Board of Directors) at the office or offices of
 the Rights Agent designated for such purpose, or its successors as Rights
 Agent, one one-hundredth of a fully paid, non-assessable share of Series A
 Junior Preferred Stock (the "Preferred Stock") of the Company, at a purchase
 price of $110 in cash per one one-hundredth of a share (the "Purchase Price"),
 upon presentation and surrender of this Rights Certificate with the Form of
 Election to Purchase and related Certificate duly executed. The number of
 Rights evidenced by this Rights Certificate (and the number of shares that may
 be purchased upon exercise thereof) set forth above, and the Purchase Price per
 share set forth above, are the number and Purchase Price as of October 9, 1999,
 based on the Preferred Stock as constituted at such date. Pursuant to the
 Rights Agreement, the Company reserves the right to require prior to the
 occurrence of a Triggering Event (as such term is defined in the Rights
 Agreement) that, upon any exercise of Rights, a number of Rights be exercised
 so that only whole shares of Preferred Stock will be issued.

      Upon the occurrence of a Section 11(a)(ii) Event (as such term is defined
 in the Rights Agreement), if the Rights evidenced by this Rights Certificate
 are beneficially owned by (i) an Acquiring Person or an Affiliate or Associate
 of any such Acquiring Person (as such terms are defined in the Rights
 Agreement), (ii) a transferee of any such Acquiring Person, Associate or
 Affiliate, or (iii) under certain circumstances specified in the Rights
 Agreement, a transferee of a person who, after such transfer, became an
 Acquiring Person or an Affiliate or Associate of an Acquiring Person, such
 Rights shall become null and void and no holder hereof shall have any right
 with respect to such Rights from and after the occurrence of such Section
 11(a)(ii) Event.

      As provided in the Rights Agreement, the Purchase Price and the number and
 kind of shares of Preferred Stock or other securities, which may be purchased
 upon the exercise of the Rights evidenced by this Rights Certificate are
 subject to modification and adjustment upon the happening of certain events,
 including Triggering Events.

      This Rights Certificate is subject to all of the terms, provisions and
 conditions of the Rights Agreement, which terms, provisions and conditions are
 hereby incorporated herein by reference and made a part hereof and to which
 Rights Agreement reference is hereby made for a full description of the rights,
 limitations of rights, obligations, duties and immunities hereunder of the
 Rights Agent, the Company and the holders of the Rights Certificates, which
 limitations of rights including the temporary suspension of the exercisability
 of such Rights under the specific






                                       39
<PAGE>


 circumstances set forth in the Rights Agreement. Copies of the Rights Agreement
 are on file at the office of the Rights Agent designated for such purpose and
 are also available upon written request to the Rights Agent.

      This Rights Certificate, with or without other Rights Certificates, upon
 surrender at the office or offices of the Rights Agent designated for such
 purpose, may be exchanged for another Rights Certificate or Rights Certificates
 of like tenor and date evidencing Rights entitling the holder to purchase a
 like aggregate number of one one-hundredths of a share of Preferred Stock as
 the Rights evidenced by the Rights Certificate or Rights Certificates
 surrendered shall have entitled such holder to purchase. If this Rights
 Certificate shall be exercised in part, the holder shall be entitled to receive
 upon surrender hereof another Rights Certificate or Rights Certificates for the
 number of whole Rights not exercised.

      Subject to the provisions of the Rights Agreement, the Rights evidenced by
 this Certificate may be redeemed by the Company at its option at a redemption
 price of $.01 per Right (payable in cash or stock or any other form of
 consideration deemed appropriate by the Board of Directors as set forth in the
 Rights Agreement) (the "Redemption Price") at any time prior to the earlier of
 the close of business on (i) the tenth Business Day following the Stock
 Acquisition Date (as such time period may be extended pursuant to the Rights
 Agreement), and (ii) the Final Expiration Date. In addition, under certain
 circumstances following the Stock Acquisition Date, the Rights may be
 exchanged, in whole or in part, for shares of the Voting Stock, or shares of
 preference stock of the Company having essentially the same value or economic
 rights as such shares. Immediately upon the action of the Board of Directors
 authorizing any such exchange, and without any further action or any notice,
 the Rights (other than Rights which are not subject to such exchange) will
 terminate and the Rights will only enable holders to receive the shares
 issuable upon such exchange.

      No fractional shares of Preferred Stock will be issued upon the exercise
 of any Right or Rights evidenced hereby (other than fractions which are
 integral multiples of one one-hundredth of a share of Preferred Stock, which
 may, at the election of the Company, be evidenced by depositary receipts), but
 in lieu thereof a cash payment will be made, as provided in the Rights
 Agreement. The Company, at its election, may require that a number of Rights be
 exercised so that only whole shares of Preferred Stock would be issued.

      No holder of this Rights Certificate shall be entitled to vote or receive
 dividends or be deemed for any purpose the holder of shares of Preferred Stock
 or of any other securities of the Company which may at any time be issuable on
 the exercise hereof, nor shall anything contained in the Rights Agreement or
 herein be construed to confer upon the holder hereof, as such, any of the
 rights of a stockholder of the Company or any right to vote for the election of
 directors or upon any matter submitted to stockholders at any meeting thereof,
 or to give or withhold consent to any corporate action, or to receive notice of
 meetings or other actions affecting stockholders (except as provided in the
 Rights Agreement), or to receive dividends or subscription rights, or
 otherwise, until the Right or Rights evidenced by this Rights Certificate shall
 have been exercised as provided in the Rights Agreement.

      This Rights Certificate shall not be valid or obligatory for any purpose
 until it shall have been countersigned by the Rights Agent.

      WITNESS the facsimile signature of the proper officers of the Company and
 its corporate seal.


 Dated as of _________________, ____




                                       40
<PAGE>



 ATTEST:                                USX CORPORATION


                                        By
  -----------------------------            ---------------------------
           Secretary                       Title:


 Countersigned:

 CHASEMELLON SHAREHOLDER SERVICES, L.L.C.

 By _____________________________
        Authorized Signature

                  [Form of Reverse Side of Rights Certificate]

                               FORM OF ASSIGNMENT

                (To be executed by the registered holder if such
               holder desires to transfer the Rights Certificate)

 FOR VALUE RECEIVED ______________________________ hereby sells, assigns and
 transfers unto ____________________________________


 ----------------------------------------------------------------------
                   (Print name and address of transferee)

 ----------------------------------------------------------------------

 this Rights Certificate, together with all right, title and interest therein,
 and does hereby irrevocably constitute and appoint ___________, Attorney, to
 transfer the within Rights Certificate on the books of the within-named
 Company, with full power of substitution.

 Dated: ____________, _____


                                     ---------------------------------
                                     Signature

 Signature Guaranteed:


                                   Certificate

      The undersigned hereby certifies by checking the appropriate boxes that:

      (1) this Rights Certificate [ ] is [ ] is not being sold, assigned and
 transferred by or on behalf of a Person who is or was an Acquiring Person or an
 Affiliate or Associate of any such Acquiring Person (as such terms are defined
 pursuant to the Rights Agreement);

      (2) after due inquiry and to the best knowledge of the undersigned, it [ ]
 did [ ] did not acquire the Rights evidenced by this Rights Certificate from
 any Person who is, was or subsequently became an Acquiring Person or an
 Affiliate or Associate of an Acquiring Person.


 Dated:             ,
        ------------ -----     -------------------------------
                               Signature

 Signature Guaranteed:




                                       41
<PAGE>


                                     NOTICE


      The signature to the foregoing Assignment and Certificate must correspond
 to the name as written upon the face of this Rights Certificate in every
 particular, without alteration or enlargement or any change whatsoever.


                          FORM OF ELECTION TO PURCHASE

                      (To be executed if holder desires to
                       exercise Rights represented by the
                               Rights Certificate)

 To:  USX CORPORATION:

      The undersigned hereby irrevocably elects to exercise ______ Rights
 represented by this Rights Certificate to purchase the shares of Preferred
 Stock issuable upon the exercise of the Rights (or such other securities of the
 Company or of any other person which may be issuable upon the exercise of the
 Rights) and requests that certificates for such shares be issued in the name of
 and delivered to:

 Please insert social security
 or other identifying number

  --------------------------------------------------------------------
                      (Please print name and address)

  --------------------------------------------------------------------


      If such number of Rights shall not be all the Rights evidenced by this
 Rights Certificate, a new Rights Certificate for the balance of such Rights
 shall be registered in the name of and delivered to:

 Please insert social security
 or other identifying number

  -------------------------------------------------------------------
                      (Please print name and address)

  -------------------------------------------------------------------


 Dated:             ,
        ------------ -----

                               ------------------------------
                               Signature
 Signature Guaranteed:


                                   Certificate


      The undersigned hereby certifies by checking the appropriate boxes that:

      (1) the Rights evidenced by this Rights Certificate [ ] are [ ] are not
 being exercised by or on behalf of a Person who is or was an Acquiring Person
 or an Affiliate or Associate of any such Acquiring Person (as such terms are
 defined pursuant to the Rights Agreement);





                                       42
<PAGE>


      (2) after due inquiry and to the best knowledge of the undersigned, it [ ]
 did [ ] did not acquire the Rights evidenced by this Rights Certificate from
 any Person who is, was or became an Acquiring Person or an Affiliate or
 Associate of an Acquiring Person.


 Dated:             , 19
        ------------           -------------------------------

 Signature Guaranteed:


                                     NOTICE


      The signature to the foregoing Election to Purchase and Certificate must
 correspond to the name as written upon the face of this Rights Certificate in
 every particular, without alteration or enlargement or any change whatsoever.




                                       43
<PAGE>


                                                                     Exhibit B-1



                    [FORM OF MARATHON RIGHTS CERTIFICATE]



 Certificate No. R-                                         Marathon Rights

 NOT EXERCISABLE AFTER OCTOBER 9, 2009 UNLESS EXTENDED PRIOR THERETO BY THE
 BOARD OF DIRECTORS OR EARLIER IF REDEEMED BY THE COMPANY. THE USX-MARATHON
 GROUP RIGHTS ("MARATHON RIGHTS") ARE SUBJECT TO REDEMPTION, AT THE OPTION OF
 THE COMPANY, AT $.01 PER MARATHON RIGHT ON THE TERMS SET FORTH IN THE RIGHTS
 AGREEMENT. UNDER CERTAIN CIRCUMSTANCES, MARATHON RIGHTS BENEFICIALLY OWNED BY
 AN ACQUIRING PERSON (AS SUCH TERM IS DEFINED IN THE RIGHTS AGREEMENT) AND ANY
 SUBSEQUENT HOLDER OF SUCH MARATHON RIGHTS MAY BECOME NULL AND VOID. [THE
 MARATHON RIGHTS REPRESENTED BY THIS MARATHON RIGHTS CERTIFICATE ARE OR WERE
 BENEFICIALLY OWNED BY A PERSON WHO WAS OR BECAME AN ACQUIRING PERSON OR AN
 AFFILIATE OR ASSOCIATE OF AN ACQUIRING PERSON (AS SUCH TERMS ARE DEFINED IN THE
 RIGHTS AGREEMENT). ACCORDINGLY, THIS MARATHON RIGHTS CERTIFICATE AND THE
 MARATHON RIGHTS REPRESENTED HEREBY MAY BECOME NULL AND VOID IN THE
 CIRCUMSTANCES SPECIFIED IN SECTION 7(e) OF SUCH AGREEMENT.] (1)

 --------------------

(1)  The portion of the legend in brackets shall be inserted only if applicable
     and shall replace the preceding sentence.


                      USX-Marathon Group Rights Certificate

                                 USX CORPORATION

 This certifies that

                                     , or registered assigns, is the
 registered owner of the number of USX-Marathon Group Rights ("Marathon Rights")
 set forth above, each of which entitles the owner thereof, subject to the
 terms, provisions and conditions of the Rights Agreement, dated as of September
 28, 1999 (the "Rights Agreement"), between USX Corporation, a Delaware
 corporation (the "Company"), and ChaseMellon Shareholder Services,




                                       44
<PAGE>

 L.L.C., a New Jersey limited liability company (the "Rights Agent"), to
 purchase from the Company at any time prior to 5:00 P.M. (New York City time)
 on October 9, 2009 (unless extended prior thereto by the Board of Directors) at
 the office or offices of the Rights Agent designated for such purpose, or its
 successors as Rights Agent, one one-hundredth of a fully paid, non-assessable
 share of Series A Junior Preferred Stock (the "Preferred Stock") of the
 Company, at a purchase price of $110 in cash per one one-hundredth of a share
 (the "Purchase Price"), upon presentation and surrender of this Marathon Rights
 Certificate with the Form of Election to Purchase and related Certificate duly
 executed. The number of Marathon Rights evidenced by this Marathon Rights
 Certificate (and the number of shares that may be purchased upon exercise
 thereof) set forth above, and the Purchase Price per share set forth above, are
 the number and Purchase Price as of October 9, 1999, based on the Preferred
 Stock as constituted at such date. Pursuant to the Rights Agreement, the
 Company reserves the right to require prior to the occurrence of a Triggering
 Event (as such term is defined in the Rights Agreement) that, upon any exercise
 of Marathon Rights, a number of Marathon Rights be exercised so that only whole
 shares of Preferred Stock will be issued.

      Upon the occurrence of a Section 11(a)(ii) Event (as such term is defined
 in the Rights Agreement), if the Marathon Rights evidenced by this Marathon
 Rights Certificate are beneficially owned by (i) an Acquiring Person or an
 Affiliate or Associate of any such Acquiring Person (as such terms are defined
 in the Rights Agreement), (ii) a transferee of any such Acquiring Person,
 Associate or Affiliate, or (iii) under certain circumstances specified in the
 Rights Agreement, a transferee of a person who, after such transfer, became an
 Acquiring Person or an Affiliate or Associate of an Acquiring Person, such
 Marathon Rights shall become null and void and no holder hereof shall have any
 right with respect to such Marathon Rights from and after the occurrence of
 such Section 11(a)(ii) Event.

      As provided in the Rights Agreement, the Purchase Price and the number and
 kind of shares of Preferred Stock or other securities, which may be purchased
 upon the exercise of the Marathon Rights evidenced by this Marathon Rights
 Certificate are subject to modification and adjustment upon the happening of
 certain events, including Triggering Events.

      This Marathon Rights Certificate is subject to all of the terms,
 provisions and conditions of the Rights Agreement, which terms, provisions and
 conditions are hereby incorporated herein by reference and made a part hereof
 and to which Rights Agreement reference is hereby made for a full description
 of the rights, limitations of rights, obligations, duties and immunities
 hereunder of the Rights Agent, the Company and the holders of the Marathon
 Rights Certificates, which limitations of rights include the temporary
 suspension of the exercisability of such Marathon Rights under the specific
 circumstances set forth in the Rights Agreement. Copies of the Rights Agreement
 are on file at the office of the Rights Agent designated for such purpose and
 are also available upon written request to the Rights Agent.

      This Marathon Rights Certificate, with or without other Marathon Rights
 Certificates, upon surrender at the office or offices of the Rights Agent
 designated for such purpose, may be exchanged for another Marathon Rights
 Certificate or Marathon Rights Certificates of like tenor and date evidencing
 Marathon Rights entitling the holder to purchase a like aggregate number of one
 one-hundredths of a share of Preferred Stock as the Marathon Rights evidenced
 by the Marathon Rights Certificate or Marathon Rights Certificates surrendered
 shall have entitled such holder to purchase. If this Marathon Rights
 Certificate shall be exercised in part, the holder shall be entitled to receive
 upon surrender hereof another Marathon Rights Certificate or Marathon Rights
 Certificates for the number of whole Marathon Rights not exercised.




                                       45
<PAGE>


      Subject to the provisions of the Rights Agreement, the Marathon Rights
 evidenced by this Certificate may be redeemed by the Company at its option at a
 redemption price of $.01 per Marathon Right (payable in cash or stock or any
 other form of consideration deemed appropriate by the Board of Directors as set
 forth in the Rights Agreement) (the "Redemption Price") at any time prior to
 the earlier of the close of business on (i) the tenth Business Day following
 the Stock Acquisition Date (as such time period may be extended pursuant to the
 Rights Agreement), and (ii) the Final Expiration Date. In addition, under
 certain circumstances following the Stock Acquisition Date, the Marathon Rights
 may be exchanged, in whole or in part, for shares of the Voting Stock, or
 shares of preference stock of the Company having essentially the same value or
 economic rights as such shares. Immediately upon the action of the Board of
 Directors authorizing any such exchange, and without any further action or any
 notice, the Marathon Rights (other than Marathon Rights which are not subject
 to such exchange) will terminate and the Marathon Rights will only enable
 holders to receive the shares issuable upon such exchange.

      No fractional shares of Preferred Stock will be issued upon the exercise
 of any Marathon Right or Marathon Rights evidenced hereby (other than fractions
 which are integral multiples of one one-hundredth of a share of Preferred
 Stock, which may, at the election of the Company, be evidenced by depositary
 receipts), but in lieu thereof a cash payment will be made, as provided in the
 Rights Agreement. The Company, at its election, may require that a number of
 Marathon Rights be exercised so that only whole shares of Preferred Stock would
 be issued.

      No holder of this Marathon Rights Certificate shall be entitled to vote or
 receive dividends or be deemed for any purpose the holder of shares of
 Preferred Stock or of any other securities of the Company which may at any time
 be issuable on the exercise hereof, nor shall anything contained in the Rights
 Agreement or herein be construed to confer upon the holder hereof, as such, any
 of the rights of a stockholder of the Company or any right to vote for the
 election of directors or upon any matter submitted to stockholders at any
 meeting thereof, or to give or withhold consent to any corporate action, or to
 receive notice of meetings or other actions affecting stockholders (except as
 provided in the Rights Agreement), or to receive dividends or subscription
 rights, or otherwise, until the Marathon Right or Marathon Rights evidenced by
 this Rights Certificate shall have been exercised as provided in the Rights
 Agreement.

      This Marathon Rights Certificate shall not be valid or obligatory for any
 purpose until it shall have been countersigned by the Rights Agent.

      WITNESS the facsimile signature of the proper officers of the Company and
 its corporate seal.

 Dated as of               ,
             -------------   -----------


 ATTEST:                                USX CORPORATION

                                        By
 ------------------------------            ---------------------------
           Secretary                       Title

 Countersigned:

 CHASEMELLON SHAREHOLDER SERVICES, L.L.C.


 By
    -------------------------
      Authorized Signature





                                       46
<PAGE>


              [Form of Reverse Side of Marathon Rights Certificate]

                               FORM OF ASSIGNMENT

                (To be executed by the registered holder if such
           holder desires to transfer the Marathon Rights Certificate)

 FOR VALUE RECEIVED _____________________________ hereby sells, assigns and
 transfers unto _________________________________________

 --------------------------------------------------------------------
               (Please print name and address of transferee)

 this Marathon Rights Certificate, together with all right, title and interest
 therein, and does hereby irrevocably constitute and appoint _________,
 Attorney, to transfer the within Marathon Rights Certificate on the books of
 the within-named Company, with full power of substitution.

 Dated:             ,
        ------------ -----

                                 ---------------------------
                                 Signature

 Signature Guaranteed:


                                   Certificate

      The undersigned hereby certifies by checking the appropriate boxes that:

      (1) this Marathon Rights Certificate [ ] is [ ] is not being sold,
 assigned and transferred by or on behalf of a Person who is or was an Acquiring
 Person or an Affiliate or Associate of any such Acquiring Person (as such terms
 are defined pursuant to the Rights Agreement);

      (2) after due inquiry and to the best knowledge of the undersigned, it [ ]
 did [ ] did not acquire the Rights evidenced by this Marathon Rights
 Certificate from any Person who is, was or subsequently became an Acquiring
 Person or an Affiliate or Associate of an Acquiring Person.


 Dated:             ,
        ------------ -----       ---------------------------
                                 Signature

 Signature Guaranteed:

                                     NOTICE

      The signature to the foregoing Assignment and Certificate must correspond
 to the name as written upon the face of this Marathon Rights Certificate in
 every particular, without alteration or enlargement or any change whatsoever.




                                       47
<PAGE>


                          FORM OF ELECTION TO PURCHASE

                      (To be executed if holder desires to
                   exercise Marathon Rights represented by the
                           Marathon Rights Certificate)

 To:  USX CORPORATION:

      The undersigned hereby irrevocably elects to exercise _____ Marathon
 Rights represented by this Marathon Rights Certificate to purchase the shares
 of Preferred Stock issuable upon the exercise of the Marathon Rights (or such
 other securities of the Company or of any other person which may be issuable
 upon the exercise of the Marathon Rights) and requests that certificates for
 such shares be issued in the name of and delivered to:

 Please insert social security or other identifying number

 ---------------------------------------------------------------------------
                         (Please print name and address)

 ---------------------------------------------------------------------------


      If such number of Marathon Rights shall not be all the Marathon Rights
 evidenced by this Marathon Rights Certificate, a new Marathon Rights
 Certificate for the balance of such Marathon Rights shall be registered in the
 name of and delivered to:

 Please insert social security or other identifying number

 ---------------------------------------------------------------------------
                      (Please print name and address)

 ---------------------------------------------------------------------------


 Dated:             ,
        ------------ -----
                                 ---------------------------
                                 Signature

 Signature Guaranteed:

                                   Certificate

      The undersigned hereby certifies by checking the appropriate boxes that:

      (1) the Marathon Rights evidenced by this Marathon Rights Certificate [ ]
 are [ ] are not being exercised by or on behalf of a Person who is or was an
 Acquiring Person or an Affiliate or Associate of any such Acquiring Person (as
 such terms are defined pursuant to the Rights Agreement);

      (2) after due inquiry and to the best knowledge of the undersigned, it [ ]
 did [ ] did not acquire the Marathon Rights evidenced by this Marathon Rights
 Certificate from any Person who is, was or became an Acquiring Person or an
 Affiliate or Associate of an Acquiring Person.


 Dated:             , 19
        ------------             ---------------------------
                                 Signature

 Signature Guaranteed:

                                     NOTICE

      The signature to the foregoing Election to Purchase and Certificate must
 correspond to the name as written upon the face of this Marathon Rights
 Certificate in every particular, without alteration or enlargement or any
 change whatsoever.



                                       48
<PAGE>


                                                                     Exhibit B-2



                       [Form of Steel Rights Certificate]



 Certificate No. R-                                            Steel Rights

 NOT EXERCISABLE AFTER OCTOBER 9, 2009 UNLESS EXTENDED PRIOR THERETO BY THE
 BOARD OF DIRECTORS OR EARLIER IF REDEEMED BY THE COMPANY. THE USX-U.S. STEEL
 GROUP RIGHTS ("STEEL RIGHTS") ARE SUBJECT TO REDEMPTION, AT THE OPTION OF THE
 COMPANY, AT $.01 PER STEEL RIGHT ON THE TERMS SET FORTH IN THE RIGHTS
 AGREEMENT. UNDER CERTAIN CIRCUMSTANCES, STEEL RIGHTS BENEFICIALLY OWNED BY AN
 ACQUIRING PERSON (AS SUCH TERM IS DEFINED IN THE RIGHTS AGREEMENT) AND ANY
 SUBSEQUENT HOLDER OF SUCH STEEL RIGHTS MAY BECOME NULL AND VOID. [THE STEEL
 RIGHTS REPRESENTED BY THIS STEEL RIGHTS CERTIFICATE ARE OR WERE BENEFICIALLY
 OWNED BY A PERSON WHO WAS OR BECAME AN ACQUIRING PERSON OR AN AFFILIATE OR
 ASSOCIATE OF AN ACQUIRING PERSON (AS SUCH TERMS ARE DEFINED IN THE RIGHTS
 AGREEMENT). ACCORDINGLY, THIS STEEL RIGHTS CERTIFICATE AND THE STEEL RIGHTS
 REPRESENTED HEREBY MAY BECOME NULL AND VOID IN THE CIRCUMSTANCES SPECIFIED IN
 SECTION 7(e) OF SUCH AGREEMENT.] (1)

----------
(1)  The portion of the legend in brackets shall be inserted only if applicable
     and shall replace the preceding sentence.


                     USX-U.S. Steel Group Rights Certificate

                                 USX CORPORATION

      This certifies that

                                          , or registered assigns, is the
 registered owner of the number of USX-U.S. Steel Group Rights ("Steel Rights")
 set forth above, each of which entitles the owner thereof, subject to the
 terms, provisions and conditions of the Rights Agreement, dated as of September
 28, 1999 (the "Rights Agreement"), between USX Corporation, a Delaware
 corporation (the "Company"), and ChaseMellon Shareholder Services, L.L.C., a
 New Jersey limited liability company (the "Rights Agent"), to purchase from the
 Company at any time prior to 5:00 P.M. (New York City time) on October 9, 2009
 (unless extended prior thereto by the Board of Directors), at the office or
 offices of the Rights Agent designated for such purpose, or its successors as
 Rights Agent, one one-hundredth of a fully paid, non-assessable share of Series
 A Junior Preferred Stock (the "Preferred Stock") of the Company, at a purchase
 price of $110 in cash per one one-hundredth of a share (the "Purchase Price"),
 upon presentation and surrender of this Steel Rights Certificate with the Form
 of Election to Purchase and related Certificate duly executed. The number of
 Steel Rights evidenced by this Steel Rights Certificate (and the number of
 shares that may be purchased upon exercise thereof) set forth above, and the
 Purchase Price per share set forth above, are the number and Purchase Price as
 of October 9, 1999, based on the Preferred Stock as constituted at such date.
 Pursuant to the Rights Agreement, the Company reserves the right to require
 prior to the occurrence of a Triggering Event (as such term is defined in the
 Rights Agreement) that, upon any exercise of Steel Rights, a number of Steel
 Rights be exercised so that only whole shares of Preferred Stock will be
 issued.

      Upon the occurrence of a Section 11(a)(ii) Event (as such term is defined
 in the Rights Agreement), if the Steel Rights evidenced by this Steel Rights
 Certificate are beneficially owned by (i) an Acquiring Person or an Affiliate
 or Associate of any such Acquiring Person (as such terms are defined in the
 Rights Agreement), (ii) a transferee of any such Acquiring Person, Associate or
 Affiliate, or (iii) under certain






                                       49
<PAGE>


 circumstances specified in the Rights Agreement, a transferee of a person who,
 after such transfer, became an Acquiring Person or an Affiliate or Associate of
 an Acquiring Person, such Steel Rights shall become null and void and no holder
 hereof shall have any right with respect to such Steel Rights from and after
 the occurrence of such Section 11(a)(ii) Event.

      As provided in the Rights Agreement, the Purchase Price and the number and
 kind of shares of Preferred Stock or other securities, which may be purchased
 upon the exercise of the Steel Rights evidenced by this Steel Rights
 Certificate are subject to modification and adjustment upon the happening of
 certain events, including Triggering Events.

      This Steel Rights Certificate is subject to all of the terms, provisions
 and conditions of the Rights Agreement, which terms, provisions and conditions
 are hereby incorporated herein by reference and made a part hereof and to which
 Rights Agreement reference is hereby made for a full description of the rights,
 limitations of rights, obligations, duties and immunities hereunder of the
 Rights Agent, the Company and the holders of the Steel Rights Certificates,
 which limitations of rights include the temporary suspension of the
 exercisability of such Steel Rights under the specific circumstances set forth
 in the Rights Agreement. Copies of the Rights Agreement are on file at the
 office of the Rights Agent designated for such purpose and are also available
 upon written request to the Rights Agent.

      This Steel Rights Certificate, with or without other Steel Rights
 Certificates, upon surrender at the office or offices of the Rights Agent
 designated for such purpose, may be exchanged for another Steel Rights
 Certificate or Steel Rights Certificates of like tenor and date evidencing
 Steel Rights entitling the holder to purchase a like aggregate number of one
 one-hundredths of a share of Preferred Stock as the Steel Rights evidenced by
 the Steel Rights Certificate or Steel Rights Certificates surrendered shall
 have entitled such holder to purchase. If this Steel Rights Certificate shall
 be exercised in part, the holder shall be entitled to receive upon surrender
 hereof another Steel Rights Certificate or Steel Rights Certificates for the
 number of whole Steel Rights not exercised.

      Subject to the provisions of the Rights Agreement, the Steel Rights
 evidenced by this Certificate may be redeemed by the Company at its option at a
 redemption price of $.01 per Steel Right (payable in cash or stock or any other
 form of consideration deemed appropriate by the Board of Directors as set forth
 in the Rights Agreement) (the "Redemption Price") at any time prior to the
 earlier of the close of business on (i) the tenth Business Day following the
 Stock Acquisition Date (as such time period may be extended pursuant to the
 Rights Agreement), and (ii) the Final Expiration Date. In addition, under
 certain circumstances following the Stock Acquisition Date, the Steel Rights
 may be exchanged, in whole or in part, for shares of the Voting Stock, or
 shares of preference stock of the Company having essentially the same value or
 economic rights as such shares. Immediately upon the action of the Board of
 Directors authorizing any such exchange, and without any further action or any
 notice, the Steel Rights (other than Steel Rights which are not subject to such
 exchange) will terminate and the Steel Rights will only enable holders to
 receive the shares issuable upon such exchange.

      No fractional shares of Preferred Stock will be issued upon the exercise
 of any Steel Right or Steel Rights evidenced hereby (other than fractions which
 are integral multiples of one one-hundredth of a share of Preferred Stock,
 which may, at the election of the Company, be evidenced by depositary
 receipts), but in lieu thereof a cash payment will be made, as provided in the
 Rights Agreement. The Company, at its election, may require that a number of
 Rights be exercised so that only whole shares of Preferred Stock would be
 issued.




                                       50
<PAGE>


      No holder of this Steel Rights Certificate shall be entitled to vote or
 receive dividends or be deemed for any purpose the holder of shares of
 Preferred Stock or of any other securities of the Company which may at any time
 be issuable on the exercise hereof, nor shall anything contained in the Rights
 Agreement or herein be construed to confer upon the holder hereof, as such, any
 of the rights of a stockholder of the Company or any right to vote for the
 election of directors or upon any matter submitted to stockholders at any
 meeting thereof, or to give or withhold consent to any corporate action, or to
 receive notice of meetings or other actions affecting stockholders (except as
 provided in the Rights Agreement), or to receive dividends or subscription
 rights, or otherwise, until the Steel Right or Steel Rights evidenced by this
 Rights Certificate shall have been exercised as provided in the Rights
 Agreement.

      This Steel Rights Certificate shall not be valid or obligatory for any
 purpose until it shall have been countersigned by the Rights Agent.

      WITNESS the facsimile signature of the proper officers of the Company and
 its corporate seal.

 Dated as of            ,
             ----------   ----


 ATTEST:                       USX CORPORATION

                               By
 --------------------------       -----------------------------
           Secretary              Title

 Countersigned:

 CHASEMELLON SHAREHOLDER SERVICES, L.L.C.


 By ___________________________
      Authorized Signature

               [Form of Reverse Side of Steel Rights Certificate]

                               FORM OF ASSIGNMENT

                (To be executed by the registered holder if such
             holder desires to transfer the Steel Rights Certificate)

 FOR VALUE RECEIVED _____________________________ hereby sells, assigns and
 transfers unto ____________________________________________

 -----------------------------------------------------------------------
               (Please print name and address of transferee)


 this Steel Rights Certificate, together with all right, title and interest
 therein, and does hereby irrevocably constitute and appoint ______________,
 Attorney, to transfer the within Steel Rights Certificate on the books of the
 within-named Company, with full power of substitution.

 Dated as of            ,
             ----------   ----

                                   ---------------------------
                                    Signature

 Signature Guaranteed:




                                       51
<PAGE>


                                   Certificate

      The undersigned hereby certifies by checking the appropriate boxes that:

      (1) this Steel Rights Certificate [ ] is [ ] is not being sold, assigned
 and transferred by or on behalf of a Person who is or was an Acquiring Person
 or an Affiliate or Associate of any such Acquiring Person (as such terms are
 defined pursuant to the Rights Agreement);

      (2) after due inquiry and to the best knowledge of the undersigned, it [ ]
 did [ ] did not acquire the Rights evidenced by this Steel Rights Certificate
 from any Person who is, was or subsequently became an Acquiring Person or an
 Affiliate or Associate of an Acquiring Person.


 Dated as of            ,
             ----------   ----     ---------------------------
                                    Signature

 Signature Guaranteed:

                                     NOTICE

      The signature to the foregoing Assignment and Certificate must correspond
 to the name as written upon the face of this Steel Rights Certificate in every
 particular, without alteration or enlargement or any change whatsoever.

                          FORM OF ELECTION TO PURCHASE

                      (To be executed if holder desires to
                    exercise Steel Rights represented by the
                            Steel Rights Certificate)

 To:  USX CORPORATION:

      The undersigned hereby irrevocably elects to exercise _____ Steel Rights
 represented by this Steel Rights Certificate to purchase the shares of
 Preferred Stock issuable upon the exercise of the Steel Rights (or such other
 securities of the Company or of any other person which may be issuable upon the
 exercise of the Steel Rights) and requests that certificates for such shares be
 issued in the name of and delivered to:

 Please insert social security
 or other identifying number

 --------------------------------------------------------------------------
                         (Please print name and address)

 --------------------------------------------------------------------------


      If such number of Steel Rights shall not be all the Steel Rights evidenced
 by this Steel Rights Certificate, a new Steel Rights Certificate for the
 balance of such Steel Rights shall be registered in the name of and delivered
 to:

 Please insert social security
 or other identifying number

 --------------------------------------------------------------------------
                      (Please print name and address)

  -------------------------------------------------------------------------




                                       52
<PAGE>


 Dated as of            ,
             ----------   ----


                                   ---------------------------
                                    Signature

 Signature Guaranteed:


                                   Certificate

      The undersigned hereby certifies by checking the appropriate boxes that:

      (1) the Steel Rights evidenced by this Steel Rights Certificate [ ] are [
 ] are not being exercised by or on behalf of a Person who is or was an
 Acquiring Person or an Affiliate or Associate of any such Acquiring Person (as
 such terms are defined pursuant to the Rights Agreement);

      (2) after due inquiry and to the best knowledge of the undersigned, it [ ]
 did [ ] did not acquire the Steel Rights evidenced by this Steel Rights
 Certificate from any Person who is, was or became an Acquiring Person or an
 Affiliate or Associate of an Acquiring Person.


 Dated as of            ,
             ----------   ----     ---------------------------
                                    Signature

 Signature Guaranteed:


                                     NOTICE

      The signature to the foregoing Election to Purchase and Certificate must
 correspond to the name as written upon the face of this Steel Rights
 Certificate in every particular, without alteration or enlargement or any
 change whatsoever.





                                       53