THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS COVERING SECURITIES
           THAT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933

                       Administrative Regulations for the
                    Long-Term Incentive Compensation Program
       under the United States Steel Corporation 2005 Stock Incentive Plan
             As amended by the Compensation & Organization Committee
                    On November 17, 2008, the Effective Date

1.   Administration.  The Compensation & Organization Committee (the
     "Committee") shall administer the Long-Term Incentive Compensation Program
     (the "Program") under and pursuant to its authority as provided in Section
     3 of the United States Steel Corporation 2005 Stock Incentive Plan (the
     "Plan").

     A.   Delegation of Authority.  The Committee may delegate to a designated
          individual (the "Stock Plan Officer") and to other Officer-Directors
          and the executive directly responsible for corporate human resources
          (collectively, the "Senior Officers") its duties under the Program
          subject to such conditions and limitations as the Committee shall
          prescribe, except that only the Committee may designate and grant
          Awards to Participants.  The Committee hereby delegates to the Stock
          Plan Officer all authority necessary or desirable to administer the
          Program, including the authority to "consent" upon termination and the
          authority to delegate all or any portion of the delegated authorities;
          provided, however, that such authority is limited as follows: (i) only
          the Committee may (a) designate and grant Awards to Participants
          (provided that grants to non-executives may be made through a
          delegated process to one or more Committee members from time to time
          under rules established by the Committee in advance of such grants),
          (b) approve the vesting of Options, Restricted Stock, Restricted Stock
          Units or Performance Awards, (c) adjust the number of Shares pursuant
          to Section 8 of the Plan, (d) approve or amend the form of Awards, (e)
          amend outstanding Awards, (f) determine the Performance Goals,
          measures and other terms associated with Performance Awards or (g)
          modify or amend these Regulations, including any appendices and
          schedules attached hereto, and (ii) no delegate of the Stock Plan
          Officer's authority may delegate his or her authority.  Without
          limiting the foregoing, the Stock Plan Officer is hereby directed to
          (x) administer Awards under the Plan, (y) determine whether any
          Participant has violated any terms and conditions set forth in the
          Award Agreement so as to warrant cancellation of an Award and upon
          making such determination, cancel such Award, and (z) maintain
          appropriate records and establish necessary procedures related to the
          Plan.

     B.   Definitions.  Unless otherwise defined herein, capitalized terms used
          herein shall have the meanings set forth in the Plan.  The terms
          "Stock Plan Officer" and "Committee" shall be read as being one and
          the same; provided, however, the preceding (i) does not apply where
          necessary to give meaning to the terms, (ii) does not limit the
          authority of the Committee or increase the authority of the Stock Plan
          Officer, and (iii) requires that the Stock Plan Officer have the
          requisite authority (as defined above and/or pursuant to any current
          Committee resolution) in the context in which the term "Committee" is
          used.

     C.   Compensation Consultant.  The Committee may engage a compensation
          consultant to assess the competitiveness of various target Award
          levels and advise the Committee.

2.   Participation/Eligibility.  All management employees of the Corporation,
     its Subsidiaries and affiliates are eligible to participate in the Program
     upon designation by the Committee or Senior Officers ("Participants").

     A.   Executive Management.  Employees designated by the Committee to be
          Executive Management are hereby designated to be Participants.  Grants
          to individuals designated to be Executive Management must be approved
          by the Committee.

     B.   Rights.  No Participant or other employee shall have any claim to be
          granted an Award under the Program, and nothing contained in the
          Program or any Award Agreement shall confer upon any Participant any
          right to continue in the employ of the Corporation, its Subsidiaries
          or affiliates or interfere in any way with the right of the
          Corporation, its Subsidiaries or affiliates to terminate a
          Participant's employment at any time.

3.   Components of Long-Term Incentives.  Award grants may be made in the
     following forms:  Options, Restricted Stock, Other Stock-Based Awards
     (including without limitation, Restricted Stock Units), and Performance
     Awards.

4.   Options.

     A.   Award Grants/Grant Price.  The Committee may grant Options to
          Participants.  All Options will be nonstatutory stock options.  The
          exercise price per Share of the Options shall be no less than 100% of
          the Fair Market Value of the Shares on the date of grant of the
          Option.

     B.   Term.  Each Option shall state the period or periods of time during
          which it may be exercised, in whole or in part.  The term of an Option
          may not exceed ten years.

     C.   Vesting.  Unless otherwise determined by the Committee, Option grants
          shall vest ratably over three years (1/3 on each of the first, second
          and third grant date anniversaries), each such year to be considered a
          "Vesting Year".

     D.   Exercise of Options.

          (1)  Effective Date of Exercise.  The date of exercise of an Option
               shall be the business day on which the notice of exercise and
               payment for Shares being purchased are received by the Stock Plan
               Officer.

          (2)  Payment for Shares Purchased.  Unless otherwise determined by the
               Committee, payment of the purchase price shall be made, at the
               election of the Participant, in cash or by delivering Shares
               owned by the Participant or withholding of shares to be acquired
               upon exercise in accordance with procedures established by the
               Stock Plan Officer and valued at Fair Market Value on the date of
               exercise, or a combination thereof.

               (a)  Overpayment in Shares.  If the Fair Market Value of Shares
                    delivered or withheld in payment of the purchase price
                    exceeds the purchase price, a certificate, or its
                    equivalent, representing the whole number of excess Shares
                    together with a check, or its equivalent, representing the
                    Fair Market Value of any excess partial Share shall be
                    delivered to the Participant.

               (b)  Underpayment in Shares.  If the Fair Market Value of Shares
                    delivered or withheld in payment of the purchase price is
                    less than the purchase price, the difference shall be
                    delivered by the Participant in cash immediately upon
                    notification of such difference.

               (c)  Requirements Relating to Previously Owned Shares.  Shares
                    delivered in payment of the purchase price shall be duly
                    endorsed for transfer to the Corporation.  If Shares so
                    delivered are not registered in the name of the Participant
                    individually, the Participant shall also provide evidence
                    acceptable to the Stock Plan Officer that such Shares are
                    beneficially owned by the Participant individually.

     E.   Post-Termination of Employment Exercise.

          (1)  Death and Disability.  Unless otherwise determined by the
               Committee, all Options vest immediately upon the Participant's
               death during employment or termination of employment by reason of
               Disability.  Vested options remain exercisable for three years
               following the date of Death or termination of employment by
               reason of Disability, as applicable, or, if less, until the
               original expiration date.

               (a)  "Disability" shall be determined, for all purposes under the
                    Program, by reference to Section 409A of the Internal
                    Revenue Code of 1986, as amended ("Section 409A").

          (2)  Retirement and Termination with Consent.  Unless otherwise
               determined by the Committee, a prorated number of the Options
               scheduled to vest during the Vesting Year will vest, based upon
               the number of complete months worked during the Vesting Year in
               which the Participant's termination of employment occurs by
               reason of Retirement or Termination with Consent.  The prorated
               award will be calculated upon such termination and will vest at
               the next vesting date.  The remaining unvested Option grants are
               forfeited immediately upon termination.  Vested options remain
               exercisable for three years following such termination or, if
               less, until the original expiration date.

               (a)  Example:  If the 1/3 ratable vesting for Vesting Year 3 is
                    1000 shares for Award 1, 1000 shares for Award 2, and 1000
                    shares for Award 3 and if the Participant terminates
                    employment by reason of Retirement six months following the
                    Award 3 grants, the Participant is entitled to vesting of
                    1/2 of all grants that would have vested at the end of the
                    Vesting Year during which he or she retires (Vesting Year 3
                    in this example), or 1500 shares.  This example focuses only
                    on the shares that would vest during Vesting Year 3;
                    however, another 3000 shares would have vested in the
                    aggregate following Vesting Years 1 and 2, for a total of
                    4500 shares vesting under the Awards 1, 2 and 3.  The 1500
                    shares would vest upon the next scheduled vesting date
                    following termination.  The post-termination exercise period
                    would be measured for three years following the date of
                    termination, even though the final pro rata tranche does not
                    vest upon termination.

               (b)  "Retirement" shall mean, for all purposes under the Program,
                    the applicable Participant's termination of employment after
                    having satisfied the age, service and/or other requirements
                    necessary to commence an immediate pension under either: (i)
                    the applicable defined benefit pension plan for the
                    Participant's home country, regardless of whether the
                    Participant is a participant in such pension plan, or (ii)
                    in the case of a home country for which there is no
                    applicable defined benefit plan, the applicable local law or
                    regulation; provided, however, such term does not include,
                    unless the Committee consents with knowledge of the specific
                    facts, retirement under circumstances in which the
                    Participant accepts employment with a company that owns, or
                    is owned by, a business that competes with the Corporation,
                    or its Subsidiaries or affiliates.  Further, to the extent
                    necessary under applicable local law, Retirement may have
                    such other meaning adopted by the Committee and set forth in
                    the applicable Award Agreement.

               (c)  "Termination" shall mean the applicable employee's
                    termination of employment other than by Retirement, death or
                    Disability.

               (d)  "Termination with Consent" shall mean Termination at any age
                    with the consent of the Committee.  Consent shall be deemed
                    to be given if the employee incurs a break in continuous
                    service due to layoff or disability as defined under the
                    Corporation's defined benefit pension plan, regardless of
                    whether the employee is participating in such plan.

               (e)  "Termination without Consent" shall mean Termination at any
                    age without the consent of the Committee.

          (3)  Termination without Consent and Termination for Cause.  Unless
               otherwise determined by the Committee, vested and unvested
               Options are forfeited if termination of employment is due to
               Termination without Consent or Termination for Cause.

     F.   Change of Control.  All Options vest immediately upon a Change of
          Control, without regard to the Participant's continued employment or
          termination thereof.  If a Participant's employment is terminated
          within three years of a Change of Control, whether voluntarily or
          involuntarily (except for Cause), each vested Option will remain
          exercisable until the end of its term.

          (1)  Change of Control.  For the purposes of these Administrative
               Regulations, the term Change of Control shall mean a change in
               control of a nature that would be required to be reported in
               response to Item 6(e) of Schedule 14A of Regulation 14A
               promulgated under the Securities Exchange Act of 1934, as amended
               (the "Exchange Act"), whether or not the Corporation is then
               subject to such reporting requirement; provided, that, without
               limitation, such a change in control shall be deemed to have
               occurred if:

               (a)  any person (as such term is used in Sections 13(d) and 14(d)
                    of the Exchange Act) (a "Person") is or becomes the
                    "beneficial owner" (as defined in Rule 13d-3 under the
                    Exchange Act), directly or indirectly, of securities of the
                    Corporation (not including in the amount of the securities
                    beneficially owned by such person any such securities
                    acquired directly from the Corporation or its affiliates)
                    representing twenty percent (20%) or more of the combined
                    voting power of the Corporation's then outstanding voting
                    securities; provided, however, that for purposes of this
                    Agreement the term "Person" shall not include (1) the
                    Corporation or any of its subsidiaries, (2) a trustee or
                    other fiduciary holding securities under an employee benefit
                    plan of the Corporation or any of its subsidiaries, (3) an
                    underwriter temporarily holding securities pursuant to an
                    offering of such securities, (4) a corporation owned,
                    directly or indirectly, by the stockholders of the
                    Corporation in substantially the same proportions as their
                    ownership of stock of the Corporation, or (5) any
                    individual, entity or group involved in the acquisition of
                    the Corporation's voting securities in connection with
                    which, pursuant to Rule 13d-1 promulgated pursuant to the
                    Exchange Act, such individual, entity or group is permitted
                    to, and actually does, report its beneficial ownership on
                    Schedule 13G (or any successor Schedule); provided that, if
                    any such individual, entity or group subsequently becomes
                    required to or does report its beneficial ownership on
                    Schedule 13D (or any successor Schedule), then, for purposes
                    of this paragraph, such individual, entity or group shall be
                    deemed to have first acquired, on the first date on which
                    such individual, entity or group becomes required to or does
                    so report, beneficial ownership of all of the Corporation's
                    then outstanding voting securities beneficially owned by it
                    on such date; and provided, further, however, that for
                    purposes of this paragraph (a), there shall be excluded any
                    Person who becomes such a beneficial owner in connection
                    with an Excluded Transaction (as defined in  (c) below); or

               (b)  the following individuals (the "Incumbent Board") cease for
                    any reason to constitute a majority of the number of
                    directors then serving: individuals who, on the date hereof,
                    constitute the Board and any new director (other than a
                    director whose initial assumption of office is in connection
                    with an actual or threatened election contest including, but
                    not limited to, a consent solicitation, relating to the
                    election of directors of the Corporation) whose appointment
                    or election by the Board or nomination for election by the
                    Corporation's stockholders was approved or recommended by a
                    vote of at least two-thirds (2/3) of the directors then
                    still in office who either were directors on the date hereof
                    or whose appointment, election or nomination for election
                    was previously so approved or recommended; or

               (c)  there is consummated a merger or consolidation of the
                    Corporation or any direct or indirect subsidiary thereof
                    with any other corporation (a "Business Combination"), other
                    than a merger or consolidation (an "Excluded Transaction")
                    which would result in:

                    (i)  at least a majority of the members of the board of
                         directors of the resulting or surviving entity (or any
                         ultimate parent thereof) in such Business Combination
                         (the "New Board") consisting of individuals
                         ("Continuing Directors") who were members of the
                         Incumbent Board (as defined in subparagraph (b) above)
                         immediately prior to consummation of such Business
                         Combination or were appointed, elected or recommended
                         for appointment or election by members of the Incumbent
                         Board prior to consummation of such Business
                         Combination (excluding from Continuing Directors for
                         this purpose, however, any individual whose election or
                         appointment, or recommendation for election or
                         appointment, to the New Board was at the request,
                         directly or indirectly, of the entity which entered
                         into the definitive agreement providing for such
                         Business Combination with the Corporation or any direct
                         or indirect subsidiary thereof), unless the Board
                         determines, prior to such consummation, that there does
                         not exist a reasonable assurance that, for at least a
                         two-year period following consummation of such Business
                         Combination, at least a majority of the members of the
                         New Board will continue to consist of Continuing
                         Directors and individuals whose election, or nomination
                         for election by shareholders of the resulting or
                         surviving entity (or any ultimate parent thereof) in
                         such Business Combination, would be approved by a vote
                         of at least a majority of the Continuing Directors and
                         individuals whose election or nomination for election
                         has previously been so approved; or

                    (ii) a Business Combination that in substance constitutes a
                         disposition of a division, business unit, or
                         subsidiary; or

               (d)  the shareholders of the Corporation approve a plan of a
                    complete liquidation or dissolution of the Corporation or
                    there is consummation of a sale or other disposition of all
                    or substantially all of the assets of the Corporation, other
                    than to a corporation with respect to which, following such
                    sale or other disposition, more than 50% of the combined
                    voting power of the then outstanding voting securities of
                    such corporation entitled to vote generally in the election
                    of directors is then beneficially owned, directly or
                    indirectly, by all or substantially all of the individuals
                    and entities who were the beneficial owners of the
                    Corporation's then outstanding voting securities immediately
                    prior to such sale or other disposition in substantially the
                    same proportion as their ownership, immediately prior to
                    such sale or other disposition, of the Corporation's then
                    outstanding voting securities.

5.   Restricted Stock.

     A.   Restricted Stock Grants.  The Committee may grant Restricted Stock to
          Participants. A Participant must endorse in blank and return to the
          Corporation a stock power for each Restricted Stock grant.

     B.   Restrictions.  During the restriction period a Participant may not
          sell, transfer, assign, pledge or otherwise encumber or dispose of
          Shares of the Restricted Stock.  During the restriction period a
          Participant shall have all rights and privileges of a stockholder,
          including the right to vote the Shares and to receive dividends,
          except as noted in the preceding sentence and except that any
          dividends payable in stock shall be subject to the restrictions.  At
          the expiration of the restriction period, a stock certificate free of
          all restrictions for the number of Shares of Restricted Stock vested
          shall be registered in the name of, and delivered to, the Participant
          or, subject to the termination provisions below, to the Participant's
          estate.

     C.   Vesting.  The Committee shall determine the restriction period,
          provided that (i) Restricted Stock grants which are time-based shall
          vest ratably over a period of not less than three years (1/3 on each
          of the first, second and third grant date anniversaries), each such
          year to be considered "Vesting Year" and (ii) Restricted Stock grants
          which are performance-based shall vest over a period of not less than
          one year.

     D.   Termination of Employment.

          (1)  Death and Disability.  Unless otherwise determined by the
               Committee, all Shares of Restricted Stock vest immediately upon
               the Participant's death during employment or termination of
               employment by reason of Disability.

          (2)  Retirement and Termination with Consent.  Unless otherwise
               determined by the Committee, a prorated number of the shares of
               Restricted Stock scheduled to vest during the Vesting Year will
               vest, based upon the number of complete months worked during the
               Vesting Year in which the Participant's termination of employment
               occurs by reason of Retirement or Termination with Consent.  The
               prorated award will be calculated upon termination and will vest
               upon the date of termination.  The remaining unvested shares are
               forfeited immediately upon termination.

               (a)  Example:  If the 1/3 ratable vesting for Vesting Year 3 is
                    1000 shares for Award 1, 1000 shares for Award 2, and 1000
                    shares for Award 3 and if the Participant terminates
                    employment by reason of Retirement six months following the
                    Award 3 grants, the Participant is entitled to vesting of
                    1/2 of all grants that would have vested at the end of the
                    Vesting Year during which he or she retires (Vesting Year 3
                    in this example), or 1500 shares.  This example focuses only
                    on the shares that would vest during Vesting Year 3;
                    however, another 3000 shares would have vested in the
                    aggregate following Vesting Years 1 and 2, for a total of
                    4500 shares vesting under the Awards 1, 2 and 3.  The 1500
                    shares would vest upon the date of termination.

          (3)  Termination without Consent and Termination for Cause.  Unless
               otherwise determined by the Committee, unvested shares of
               Restricted Stock are forfeited if termination of employment is
               due to Termination without Consent or Termination for Cause.

     E.   Change of Control.  If a Change of Control (as defined in Section
          4.(F)(1) hereof) occurs, all Shares of Restricted Stock vest
          immediately, without regard to the Participant's continued employment
          or termination thereof.

6.   Other Stock-Based Awards:  Restricted Stock Units.

     A.   Restricted Stock Unit Grants.  The Committee may grant Other
          Stock-Based Awards in the form of Restricted Stock Units to
          Participants.  As determined by the Committee, consistent with the
          purposes of the Plan, Restricted Stock Units shall not be granted in
          lieu of salary, cash bonus fees or other payments.

     B.   Restrictions.  During the restriction period a Participant may not
          sell, transfer, assign, pledge or otherwise encumber or dispose of the
          Restricted Stock Units.  During the restriction period a Participant
          shall have none of the rights and privileges of a stockholder,
          however, the Participant may be entitled to receive a payment (in cash
          or Shares) or credit equal to the cash dividends paid on one Share for
          each Share represented by a Restricted Stock Unit held by such
          Participant (a "dividend equivalent"); provided, however, the dividend
          equivalents shall not be paid to, or vested in, the Participant unless
          and to the extent the underlying Restricted Stock Units are vested.
          Any dividend equivalent paid in Shares shall be paid in the form of
          additional whole and/or fractional Restricted Stock Units, subject to
          the same restrictions and vesting conditions as the underlying
          Restricted Stock Units and settled in the same manner.  At the
          expiration of the restriction period, a stock certificate free of all
          restrictions for the number of Shares equivalent to the number of
          vested Restricted Stock Units (including any dividend equivalents, in
          the case of dividend equivalents paid in Shares) shall be registered
          in the name of, and delivered to, the Participant or, subject to the
          termination provisions below, to the Participant's estate.  In the
          case of dividend equivalents paid in cash, a cash payment will be made
          at the end of the restriction period equal to the dividends paid on a
          number of Shares equivalent to the number of vested Restricted Stock
          Units.

     C.   Vesting.  The Committee shall determine the restriction period,
          provided that (i) Restricted Stock Unit grants which are time-based
          shall vest ratably over a period of not less than three years (1/3 on
          each of the first, second and third grant date anniversaries), each
          such year to be considered a "Vesting Year" and (ii) Restricted Stock
          Unit grants which are performance-based shall vest over a period of
          not less than one year.

     D.   Termination of Employment.

          (1)  Death and Disability.  Unless otherwise determined by the
               Committee, all Restricted Stock Units vest immediately upon the
               Participant's death during employment or termination of
               employment by reason of Disability.

          (2)  Retirement and Termination with Consent.  Unless otherwise
               determined by the Committee, a prorated number of the Restricted
               Stock Units scheduled to vest during the Vesting Year will vest,
               based upon the number of complete months worked during the
               Vesting Year in which the Participant's termination of employment
               occurs by reason of Retirement, or Termination with Consent,
               excepting any Termination with Consent by reason of disability
               other than as that term is defined under Section 409A, which is
               to be calculated upon termination and delivered, subject to the
               following, upon termination.  In the case of any payment
               considered to be based upon separation from service, and not
               compensation the Participant could receive without separating
               from service, then such amounts may not be paid until the first
               business day of the seventh month following the date of
               Participant's termination if Participant is a "specified
               employee" under Section 409A of the Code upon his separation from
               service.  The remaining unvested shares are forfeited immediately
               upon termination.

               (a)  Example:  If the 1/3 ratable vesting for Vesting Year 3 is
                    1000 shares for Award 1, 1000 shares for Award 2, and 1000
                    shares for Award 3 and if the Participant terminates
                    employment by reason of Retirement six months following the
                    Award 3 grants, the Participant is entitled to vesting of
                    1/2 of all grants that would have vested at the end of the
                    Vesting Year during which he or she retires (Vesting Year 3
                    in this example), or 1500 shares.  This example focuses only
                    on the shares that would vest during Vesting Year 3;
                    however, another 3000 shares would have vested in the
                    aggregate following Vesting Years 1 and 2, for a total of
                    4500 shares vesting under the Awards 1, 2 and 3.  The 1500
                    shares would vest upon the date of termination.

          (3)  Termination without Consent and Termination for Cause.  Unless
               otherwise determined by the Committee, unvested Restricted Stock
               Units are forfeited if termination of employment is due to
               Termination without Consent or Termination for Cause.

     E.   Change of Control.  If a Change of Control (as defined in Section
          4.(F)(1) hereof) occurs, all Restricted Stock Units vest immediately,
          without regard to the Participant's continued employment or
          termination thereof.

7.   Performance Awards.

     A.   Performance Periods.  Each Performance Period will be approximately
          three years in length and may overlap with the Performance Periods for
          the prior year and subsequent year Performance Award grants, if any.
          Each Performance Period will begin on the third business day following
          the public release of the Corporation's earnings for the first quarter
          of the calendar year during which the Performance Period begins and
          shall end on the twelfth business day following the public release of
          the Corporation's earnings for the first quarter of the third calendar
          year succeeding the calendar year during which the Performance Period
          begins (the approximate three year period is referred to herein as the
          "Performance Period").

     B.   Performance Goal Establishment/Grant Mechanics.  The Committee shall
          establish and approve the Performance Goal and the relevant peer group
          (the "Peer Group") for performance comparison purposes at the
          beginning of each Performance Period.  Unless otherwise determined by
          the Committee at the beginning of the relevant Performance Period, the
          Performance Goal shall be based upon the total shareholder return
          performance measure, and the Corporation's total shareholder return
          shall be compared to the total shareholder return of the Peer Group
          for the Performance Period.

     C.   Performance Award Grants.  At the beginning of each Performance
          Period, the Committee may grant Performance Awards to Participants for
          such Performance Period and shall identify for such grants the amount
          which may be earned based upon the level of achievement attained (the
          "Target" award, in the case of attainment of the target level of
          performance).

     D.   Performance Vesting.

          (1)  Payout Calculation.  Payout shall be based upon the relative
               Annualized Total Shareholder Return ("Annualized TSR") over the
               Performance Period.

               (a)  Annualized TSR = ((Final Price + all dividends paid during
                    the relevant Performance Period)/Initial Price)^(1/3)-1.

               (b)  Initial Price = the Average Measurement Period Price
                    relative to the public release of earnings for first quarter
                    of the calendar year of grant.

               (c)  Final Price = the Average Measurement Period Price relative
                    to the public release of earnings for the first quarter of
                    the third calendar year succeeding the year of grant.

               (d)  Average Measurement Period Price = The average of the Fair
                    Market Values for each of the ten days during the ten
                    business day period beginning on the third business day
                    following the public release of earnings for the first
                    quarter of a calendar year.

               (e)  Stock prices may be determined using (a) any reputable
                    online stock-quote service, such as Yahoo! Finance or
                    Bloomberg, or (b) the financial pages of The Wall Street
                    Journal.

          (2)  Payout Basis.  Payout will be based upon the Corporation's
               calculated Annualized TSR compared to the statistical Annualized
               TSR for the Peer Group ("Comparative TSR") using the whole
               company ranking method (i.e., including the Corporation within
               the array of companies for which TSR is compared).  Awards will
               be evaluated based upon the following comparison:

               (a)  Comparative TSR = 25th percentile --> 50% of Target (the
                    Threshold/Minimum Award).

               (b)  Comparative TSR = 50th percentile --> 100% of Target (the
                    Target Award).

               (c)  Comparative TSR = 75th percentile and above --> 200% of
                    Target (the Cap/Maximum Award).

               (d)  Interpolation will be used to determine actual awards for
                    performance that correlates to an award between Minimum and
                    Maximum Award levels.

               (e)  Award payout will follow the end of the Performance Period
                    (and in no event later than 2-1/2 months following the end
                    of the calendar year in which the Performance Period ends,
                    as provided in the Plan) and the Committee's written
                    certification of achievement of Performance Goals, payable
                    in the form of Shares.

          (3)  Peer Group Adjustments.  At the commencement of the Performance
               Period, the Committee may determine that specific guidance be
               considered in connection with possible adjustments to the Peer
               Group involved in the calculation of the Corporation's
               comparative performance with respect to the Performance Goal
               during the Performance Period.  Any such determination will be in
               addition to, or will amend if it conflicts with, the following
               guidelines, which will be used in connection with the
               calculation:

               (a)  If a Peer Group Company becomes bankrupt, the bankrupt
                    company will remain in the Peer Group positioned at one
                    level below the lowest performing non-bankrupt Peer Group
                    Company.  In the case of multiple bankruptcies, the bankrupt
                    companies will be positioned below the non-bankrupt
                    companies in reverse chronological order by bankruptcy date.

               (b)  If a Peer Group Company is acquired by another company, the
                    acquired Peer Group Company will be removed from the Peer
                    Group for the entire Performance Period.

               (c)  If a Peer Group Company sells, spins-off, or disposes of a
                    portion of its business, the selling Peer Group Company will
                    remain in the Peer Group for the Performance Period unless
                    such disposition(s) results in the disposition of more than
                    50% of the company's total assets during the Performance
                    Period.

               (d)  If a Peer Group Company acquires another company, the
                    acquiring Peer Group Company will remain in the Peer Group
                    for the Performance Period.

               (e)  If a Peer Group Company is delisted on all major stock
                    exchanges, such delisted Peer Group Company will be removed
                    from the Peer Group for the entire Performance Period.

               (f)  If the Corporation's and/or any Peer Group Company's stock
                    splits, such company's TSR performance will be adjusted for
                    the stock split so as not to give an advantage or
                    disadvantage to such company by comparison to the other
                    companies, using the principles set forth in Section 8 of
                    the Plan.

          (4)  Negative Discretion.  The Committee retains negative discretion
               to reduce any and all Performance Awards to an amount below the
               amount that would be payable as a result of performance measured
               against the Performance Goals.  The Committee may not increase
               Performance Awards above the amount payable as a result of
               performance measured against the Performance Goals.

          (5)  Termination of Employment.

               (a)  Death and Disability.  Unless otherwise determined by the
                    Committee, a prorated value of the Performance Award will
                    vest based upon the date of death during employment or
                    termination of employment by reason of Disability during the
                    Performance Period in accordance with the following
                    schedule, to be calculated and delivered at the end of the
                    relevant Performance Period, provided that the relevant
                    performance goals are achieved and subject to the
                    Committee's negative discretion:

               Date of Death or Termination for Disability            % Vested

               Prior to 1/3 completion of Performance Period               0%

               On or after 1/3 and before 2/3 completion of
               Performance Period                                         50%

               On or after 2/3 completion of Performance Period          100%

               (b)  Retirement and Termination with Consent.  Unless otherwise
                    determined by the Committee, a prorated value of the
                    Performance Award will vest based upon the number of
                    complete months worked during the Performance Period, in the
                    event of a Participant's termination of employment by reason
                    of Retirement, or Termination with Consent, excepting any
                    Termination with Consent by reason of disability other than
                    as that term is defined under Section 409A, to be calculated
                    and delivered at the end of the relevant Performance Period,
                    provided that the relevant performance goals are achieved
                    and subject to the Committee's negative discretion.  In the
                    case of any payment considered to be based upon separation
                    from service, and not compensation the Participant could
                    receive without separating from service, then such amounts
                    may not be paid until the first business day of the seventh
                    month following the date of Participant's termination if
                    Participant is a "specified employee" under Section 409A of
                    the Code upon his separation from service.

                    (i)  Example:  If the Target number of Shares is 1000 shares
                         for Performance Period 1 Awards, 1000 shares for
                         Performance Period 2 Awards, and 1000 shares for
                         Performance Period 3 Awards and if the Participant
                         terminates employment by reason of Retirement six
                         months following the first day of Performance Period 3,
                         the Participant is entitled to vesting of 5/6's of the
                         Performance Period 1 awards, 1/2 of the Performance
                         Period 2 awards, and 1/6 of the Performance Period 3
                         awards (or 1500 shares), subject to the Committee's
                         determination of the payout basis for each Performance
                         Period.  That is, the above example assumes that the
                         Committee had determined the Performance Goals had been
                         met at least to the 100% of Target level and that the
                         payout basis was 100% of Target for each period.
                         (Again, the Committee retains its negative discretion
                         with respect to each Performance Period and with
                         respect to each Participant and payments, if any, will
                         be made following the relevant Performance Period.)

               (c)  Termination without Consent and Termination for Cause.
                    Unless otherwise determined by the Committee, Performance
                    Awards will be forfeited immediately if a Participant's
                    termination of employment is due to Termination without
                    Consent or Termination for Cause.

          (6)  Change of Control.  If a Change of Control (as defined in Section
               4.(F)(1) hereof) occurs, all Performance Awards vest immediately
               at the greater of 100% of Target and actual performance over the
               abbreviated Performance Period without regard to the
               Participant's continued employment or termination thereof.