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                                                                    Exhibit 10.8
                                    FORM OF
                        UNITED STATES STEEL CORPORATION
                      ANNUAL INCENTIVE COMPENSATION PLAN



1.   Purpose of the Plan
     -------------------

     The objectives of the Plan are to advance the interests of the Corporation
     and its shareholders by providing officers and key employees incentive
     opportunities in order that the Corporation might attract, retain and
     motivate outstanding personnel by:

     a)  providing compensation opportunities which are competitive with those
         of other major corporations of comparable size and in similar
         businesses;

     b)  supporting the Corporation's goal-setting and strategic planning
         process; and

     c)  motivating officers and key employees to achieve annual business goals
         and contribute to team performance by allowing them to share in the
         risks and rewards of the business.


2.   Administration
     --------------

     This Plan shall be administered by the Compensation and Organization
     Committee of the Board of Directors, which shall consist of not less than
     three directors of the Corporation who are appointed by the Board of
     Directors and who shall not be, and shall not have been, an officer or an
     employee of the Corporation.  The Committee is authorized to interpret the
     Plan, to prescribe, amend and rescind rules and regulations relating to it,
     to delegate the granting of awards pursuant to guidelines established from
     time to time by the Committee, and to make all other determinations
     necessary for its administration.


3.   Eligibility for Participation
     -----------------------------

     Employees of the Corporation eligible to receive incentive compensation
     under the Plan are those in responsible positions whose performance may
     affect the Corporation's success. Participants shall include employees of
     United States Steel Corporation as well as employees of any subsidiary
     and/or joint ventures if such employee is specifically designated as a
     participant.


4.   Amount Available for Plan
     -------------------------

     The Board of Directors, upon the recommendation of the Committee, shall
     determine the aggregate amount which may be awarded with respect to each
     year.
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5.   Awards
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     Within the limits of the Plan, annual incentive awards stated in dollars
     may be made to any or all eligible participants.  Determinations as to
     participation and award level shall be made on the basis of the positions,
     responsibilities and accomplishments of the eligible employees; the
     performance of the respective individuals, divisions, departments and
     subsidiaries of the Corporation; the overall performance and best interests
     of the Corporation; the recommendations of the Chairman; and other
     pertinent factors; such factors to be given such weight as is deemed
     appropriate.  The guidelines established by the Committee shall provide
     that no participant shall have an annual target award in excess of 150% of
     his annual base salary; any exceptions to this limit shall be specifically
     approved by the Committee.  If a participant retires during the year with
     respect to which awards are made, the Committee may grant him an award, but
     it shall be prorated based on the number of months of active employment.
     If a participant dies during the year, the Committee may grant a prorated
     award to the employee's estate.


6.   Payment of Awards
     -----------------

     In its discretion, the Committee may permit participants in the Plan to
     defer the receipt of all or any part of any award granted under the Plan
     for such period and under such conditions as the Committee may determine,
     including the payment of interest on deferred awards if the Committee so
     determines.  Unless receipt is deferred, all awards will be paid in cash as
     soon as practicable following the grant.  No award will be considered as
     part of a participant's salary and no award shall be used in the
     calculation of any other pay, allowance or benefit except for benefits
     under the Supplemental Pension Program.  No award will be paid to a person
     who quits or is discharged prior to payment of the award.


7    Effective Date; Amendment, Suspension or Termination of the Plan
     ----------------------------------------------------------------

     This Plan became effective as of January 1, 2002.

     The Board of Directors may, from time to time, amend, suspend or terminate
     the Plan in whole or in part.  If it is suspended or terminated, the Board
     of Directors may reinstate any or all of the provisions of the Plan.