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                             AMENDMENT NO. 2 TO THE
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                         TECHNICAL ASSISTANCE AGREEMENT
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THIS AMENDMENT by and between NKK CORPORATION, a Japanese corporation, having
its main office at 1-1-2, Marunouchi, Chiyoda-ku, Tokyo, Japan (herein called
"NKK") and NATIONAL STEEL CORPORATION, a Delaware corporation having its
principal office at 4100 Edison Lakes Parkway, Mishawaka, IN 46545-3440, U.S.A.
(herein called "NSC"), is made effective December 11, 2000.

                                   WITNESSETH:

WHEREAS, NKK and NSC entered into a Technical Assistance Agreement dated as of
June 25, 1990 (the "Agreement"), pursuant to which NKK provides Technical
Assistance to NSC; and

WHEREAS, NKK and NSC desire to amend the Agreement to provide for
indemnification of NKK under certain circumstances;

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

1.   Capitalized terms as used herein and not defined herein shall have the same
     meaning as set forth in the Agreement.

2.   The following shall be added as a new Section 16 of the Agreement:

          "16. INDEMNIFICATION

          16.1 Subject to the terms and conditions set forth in this Section 16,
          NSC hereby agrees to indemnify, defend and hold harmless NKK and its
          subsidiaries (including without limitation NKK U.S.A. Corporation),
          directors, officers and employees (together, the "Indemnitees") from
          and against any claims, actions, suits, proceedings and expenses,
          including reasonable attorneys fees, which result from the fact that
          Technical Assistance has been provided to NSC by NKK (together, the
          "Claims"); provided however that NSC shall have no obligation with
          respect to any Claim which results from the negligence or misconduct
          of an Indemnitee. It is understood and agreed that the indemnification
          provided in this Section 16 shall also apply to any Claim that was
          commenced prior to the date of this Amendment No. 2 to the Agreement.

          16.2 In the event that an Indemnitee receives notice of a Claim, it
          shall immediately (i) notify NSC in writing, specifying the nature of
          the Claim and the total monetary amount or other relief which is
          sought, and (ii) provide to NSC a copy of any lawsuit, complaint or
          other pleading which is filed; provided, however, that the failure of
          the Indemnitee to provide such notice will not relieve NSC of its
          obligations hereunder, except to the extent that NSC's ability to
          defend the Claim is prejudiced thereby.

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          16.3 NSC shall have the right to assume and control, at NSC's expense,
          the defense and settlement of the Claim with counsel of its choice.
          NSC shall notify the Indemnitee of its election to assume the defense
          of the Claim within 15 days after receiving the notice and other
          documents required pursuant to Section 16.2 above.

          16.4 If NSC elects to assume the defense of a Claim, it may settle
          such Claim in its sole discretion so long as either (a) such
          settlement is a monetary settlement which provides an unconditional
          release of the Indemnitee with respect to the Claim, or (b) Indemnitee
          consents to such settlement, which consent shall not be unreasonably
          withheld.

          16.5 If NSC shall not have assumed the defense of the Claim within the
          15 day period set forth in Section 16.3 above, the Indemnitee may
          assume the defense with counsel selected by it and may make any
          compromise or settlement thereof or otherwise defend the Claim, and
          NSC shall pay to the Indemnitee all amounts paid by the Indemnitee in
          the defense and settlement of the Claim.

          16.6 In the event that NSC elects to assume the defense of the Claim,
          the Indemnitee agrees to cooperate with NSC and its counsel in the
          defense of the Claim. Such cooperation shall include, but not be
          limited to, making available its employees and all relevant files and
          records.

          16.7 In the event that NSC elects to assume the defense of the Claim,
          the Indemnitee shall nevertheless have the right to employ separate
          counsel and participate in the defense of the Claim at its own
          expense; provided that NSC shall, at all times, have the right to
          control the defense of the Claim.

          16.8 In the event that NSC provides any indemnification or makes any
          payment to Indemnitee in respect of any matter as to which
          indemnification is provided for herein, NSC shall be subrogated to the
          extent of such indemnification or other payment to all of the related
          rights of recovery of Indemnitee against other persons or entities.
          Indemnitee shall execute all documents reasonably required and shall
          do everything that may be reasonably necessary to secure such rights
          and enable NSC effectively to bring suit to enforce such rights.

          16.9 The indemnification provided for in this Section 16 shall not be
          deemed exclusive of any other rights to which Indemnitee may be
          entitled under the Agreement, any other agreement or applicable law."

3.   Each party represents and warrants to the other that it has the requisite
     power and authority to enter into this Amendment.

4.   Except as amended hereby, all of the terms of the Agreement shall remain in
     full force and effect.

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IN WITNESS WHEREOF, the parties have executed this Amendment No. 5 as of the
date first set forth above.

NATIONAL STEEL CORPORATION               NKK CORPORATION


By:                                      By:
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Title:                                   Title:
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Date:                                    Date:
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