USS Corp. Supplemental Thrift Program



 Exhibit 10(f) 
 United States Steel Corporation Supplemental Thrift Program 
 Effective January 1, 2005,
Amended to November 30, 2005 
  

	1.	Purpose 

 The purpose of this program is to compensate
individuals for the loss of Company matching contributions under the United States Steel Corporation Savings Fund Plan for Salaried Employees (“Savings Plan”) that occurs due to certain limits established under the Internal Revenue Code
(“Code”) or that are required under the Code. The term “Corporation” shall mean United States Steel Corporation and any other company that is a participating employer in the Savings Plan. 
  

	2.	Eligibility 

 Except as otherwise provided herein, an
individual is a “Member” of the United States Steel Corporation Supplemental Thrift Program (the “Program”) if he or she is an employee of the Corporation who is eligible to participate in the Savings Plan and either (a) is
a member of the Executive Management Group, or (b) is not permitted to make contributions to the Savings Plan at least equal to the maximum rate of matching Company contributions applicable to his service because of the limitations of the Code.

  

	3.	Amount of Benefits 

 With respect to a month in which a
Member’s ability to either: 
  

	(a)	save on both a pre-tax and after-tax basis under the Savings Plan at a rate at least equal to the maximum rate of matching Company contributions applicable to his service is
restricted by law (including the limitations under Code sections 401(a)(17), 401(k), 402(g), and 415), or 

  

	(b)	save on an after-tax basis under the Savings Plan at a rate at least equal to the maximum rate of matching Company contributions applicable to his service is restricted by Code
section 401(m), 

 the full matching Company contributions which would otherwise have been deposited into the Savings Plan on behalf of the
Member will be credited for such month to the Member’s account under the Program (regardless of the Member’s rate of savings under the Savings Plan). Effective April 1, 2005, the amount to be credited for a month to a Member’s
account under the Program will be equal to a percentage of the Member’s base salary in excess of the Internal Revenue Code section 401(a)(17) annual compensation limit for the year, with such percentage determined in accordance with the
following schedule: 
  

				
	 Continuous Service
	  	Crediting Rate under Program	 
	 1 month but less than 10 years
	  	5.0	%
	 10 years but less than 15 years
	  	5.5	%
	 15 years and over
	  	6.0	%

 Any amount credited to a member’s account pursuant to this amendment will be subject to the requirements of
Internal Revenue Code section 409A. 
 Beginning January 1, 2002, the amount to be credited to a Member’s account in the Program (book entry only)
will be credited in the same manner as if the amount had been deposited in the Savings Plan for investment in United States Steel Corporation Common Stock. Beginning November 1, 2004, the number of shares to be credited to a Member’s
account in the Program (book entry only) will be calculated using the amount of contribution and the net asset value of 
  

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 United States Steel Corporation Common Stock at markets close on the processing date. In addition, amounts credited to a
Member’s account (book entry only) as of December 31, 2001 relating to USX-U.S. Steel Group Common Stock and USX-Marathon Group Common Stock, respectively, will continue to be held in such accounts as amounts relating to United States
Steel Corporation Common Stock and Marathon Oil Corporation Common Stock, respectively. Except as otherwise provided, the rules under the Savings Plan for determining service for eligibility and vesting, Corporation stock values, share
determination, beneficiary designation, and vesting will be applicable under this Program. 
 Effective November 30, 2005, this Program accepted a
transfer of the entire value of any participant’s account from the Transtar, Inc. Supplemental Thrift Program (“Transtar Program”). If an individual had an amount transferred from the Transtar Program (“Transtar Program
Transfer”), such individual will be treated as a Member of this Program. Transtar Program Transfers (and future earnings thereon) will be credited in the same manner as if the amount had been deposited in the Savings Plan for investment in the
Group Interest Fund. 
  

	4.	Form of Benefit and Timing of Distribution 

  

	 	a.	Lump Sum Distribution 

  

	 	1.	Effective January 1, 2005, a Member shall receive a lump sum distribution of the benefits payable under this Program upon the Member’s (a) termination of employment
with the Corporation with five or more years of continuous service, (b) termination of employment with the Corporation prior to attaining five years of continuous service with the consent of the Corporation, or (c) pre-retirement death.
For this purpose, the term “termination of employment” shall mean a “separation from service” as that term is used under section 409A(a)(2)(A)(i) of the Code. Except as provided in section 5e., benefits provided by this Program
shall be paid by the Corporation in cash out of the general assets of the Corporation. The payment date shall be on or near the last day of the calendar month following the month in which such termination of employment or death occurred.


  

	 	2.	In the event a Member dies prior to retirement (or after retirement but prior to receiving the benefits credited to his account under the Program), the benefits will be paid to the
Member’s surviving spouse (or to the Member’s estate, if there is no surviving spouse) in the form of a lump sum distribution. The payment date shall be on or near the last day of the calendar month following the month in which such death
occurred. 

  

	 	b.	Delay in Payment to Specified Employees 

 Effective
January 1, 2005, in the case of any Member who is determined by the administrator to be a “specified employee” (as defined in Code section 409A(a)(2)(B)(i) and the regulations thereunder), any amount of such Member’s lump sum
distribution that is considered deferred, for purposes of Code section 409A, in taxable years beginning after December 31, 2004, shall not be distributed as described in section 4.a. above, but rather shall be payable upon the first day
following the six (6) month anniversary of the Member’s termination of employment (or, if earlier, the Member’s date of death). For purposes of this Program, a Member’s entire benefit amount shall be considered deferred in
taxable years beginning after December 31, 2004 if the Member had not attained at least five years of service as of December 31, 2004. During this six-month delay period, simple interest will accrue and be payable on the balance due using
the average of the interest rates established under the Pension Benefit Guaranty Corporation regulations to determine the present value of lump sum distributions payable under the Plan during the months included in the six-month delay period.

  

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	5.	General Provisions 

  

	 	a.	Administration 

 The Vice President-Administration,
United States Steel and Carnegie Pension Fund, is responsible for the administration of this Program. The administrator shall decide all questions arising out of and relating to the administration of this Program. The decision of the administrator
shall be final and conclusive as to all questions of interpretations and application of the Program. 
  

	 	b.	Amendment or Termination of Program 

 The
Corporation reserves the right to make any changes in this Program or to terminate this Program as to any or all groups of employees covered under this Program, but in no event shall such amendment or termination adversely affect the benefits
accrued hereunder prior to the effective date of such amendment or termination. Any amendment to this Program which changes this Program (including any amendment which increases, reduces or alters the benefits of this Program) or any action which
terminates this Program to any or all groups shall be made by a resolution of the United States Steel Corporation Board of Directors (or any authorized committee of such Board) adopted in accordance with the bylaws of United States Steel Corporation
and the corporation law of the state of Delaware. 
  

	 	c.	No Guarantee of Employment 

 Neither the creation of
this Program nor anything contained herein shall be construed as giving an individual hereunder any right to remain in the employ of the Corporation. 
  

	 	d.	Nonalienation 

 No benefits payable under this
Program shall be subject in any way to alienation, sale, transfer, assignment, pledge, attachment, garnishment, execution, or encumbrance of any kind by operation of law or otherwise. However, this section shall not apply to portions of benefits
applied to satisfy (i) obligations for withholding of employment taxes, or (ii) obligations under a qualified domestic relations order. 
  

	 	e.	No Requirement to Fund 

 Except as provided in this
section 5e., benefits provided by this Program shall be paid out of general assets of the Corporation. No provisions in this Program, either directly or indirectly, shall be construed to require the Corporation to reserve, or otherwise set aside,
funds for the payment of benefits hereunder. 
 As of December 31, 2001 (the “Effective Date”), United States Steel Corporation
(and its subsidiaries and successors) and Marathon Oil Corporation (and its subsidiaries and successors) have assumed liability for a Specified Percentage of the Corporate Part, if any, of each Member’s accrued benefit under the Program. The
term “Corporate Part” is defined to mean the pro rata portion (based upon continuous service taken into consideration for benefit accrual purposes under the Program) of a Member’s total accrued benefit under the Program as of the
Effective Date which is attributable to continuous service performed for the USX Headquarters unit of USX Corporation on or after May 1, 1991 and prior to the Effective Date. The Specified Percentage is thirty-five percent (35%) for United
States Steel Corporation and sixty-five percent (65%) for Marathon Oil Corporation. The term “accrued benefit” is defined to mean the number of units of 
  

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 Marathon Stock (as renamed the Marathon Oil Corporation common stock) and the number of units of Steel
Stock (as converted to United States Steel Corporation common stock) the participant has accrued in his or her account under the Program. The assumption of liability for the Specified Portion of the Corporate Part includes the assumption of
liability for future dividends attributable to such allocated units. 
  

	 	f.	Controlling Law 

 To the extent not preempted by the
laws of the United States of America, the laws of the Commonwealth of Pennsylvania shall be the controlling state law in all matters relating to this Program. 
  

	 	g.	Severability 

 If any provisions of this Program
shall be held illegal or invalid for any reason, said illegality or invalidity shall not affect the remaining parts of this Program, but this Program shall be construed and enforced as if such illegal or invalid provision had never been included
herein. 
  

	 	h.	Exclusive Provisions of Program 

 The provisions
contained herein constitute the complete and exclusive statement of the terms of this Program. There are no written or oral representations, promises, statements or commitments, other than those expressly set forth herein, with respect to benefits
provided by this Program. All reliance by any individual concerning the subject matter of this Program shall be solely upon the provisions set forth in this document. 
  

	 	i.	Code Section 409A 

 This Program shall be
interpreted and administered in accordance with section 409A of the Code and the regulations and interpretations that may be promulgated thereunder. 
  

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