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                            INDEMNIFICATION AGREEMENT
                            -------------------------

     INDEMNIFICATION AGREEMENT dated as of January 16, 2002, by and between
National Steel Corporation, a Delaware corporation (the "Company"), and
                                                         -------
                                           (the "Indemnified Party").
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     The Company's Restated Certificate of Incorporation (the "Certificate of
Incorporation") contains exculpatory provisions with respect to the personal
liability of the Company's directors. The Company's Amended and Restated Bylaws
(the "Bylaws") provide the Company's directors and officers with certain rights
      ------
of indemnification and advancement of expenses. The Bylaws and Section 145(f) of
the Delaware General Corporation Law (as amended from time to time, the
"Delaware Law") also permit agreements between the Company and its directors and
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officers providing for indemnification and advancement rights, whether or not
such rights are expressly provided for in the Bylaws or the Delaware Law.

     The Indemnified Party is a [director/executive officer] of the Company. In
order to induce the Indemnified Party to continue to serve as a
[director/executive officer], the Company has agreed to enter into this
Agreement granting to the Indemnified Party indemnification and advancement
rights to the fullest extent permitted by the Delaware Law.

     NOW, THEREFORE, in consideration of the Indemnified Party's agreement to
continue to serve as a [director/executive officer] of the Company and other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows:

     Section 1. Definitions. For purposes of this Agreement:

     "Expense" means any cost or expense, including attorneys' fees and
      -------
expenses, experts' fees and expenses, retainers, court costs, transcript costs,
witness fees, travel expenses, duplicating costs, printing and binding costs,
telephone charges, postage, delivery service fees and all other disbursements or
expenses of the types customarily incurred in connection with prosecuting,
defending, preparing to prosecute or defend, investigating, participating in or
being or preparing to be a witness in a Proceeding.

     "Independent Counsel" means a law firm, or a member of a law firm, that is
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experienced in matters of corporation law and neither presently is, nor in the
past three years has been, retained to represent (a) the Company, NKK
Corporation, United States Steel Corporation or any of their respective
affiliates, (b) the Indemnified Party or (c) any other party to the Proceeding
giving rise to a claim for indemnification under this Agreement. Notwithstanding
the foregoing, the term "Independent Counsel" will not include any person who,
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under the applicable standards of professional conduct then prevailing, would
have a conflict of interest in representing either the Company or the
Indemnified Party in an action to determine the Indemnified Party's rights under
this Agreement.

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     "Loss" means any liability, damage, fine, tax, penalty, judgment (including
      ----
pre- and post-judgment interest), amount paid in settlement, obligation or loss.

     "Proceeding" means any threatened, pending or completed action, suit,
      ----------
arbitration, mediation, alternate dispute resolution mechanism, investigation,
inquiry, administrative hearing or any other actual, threatened or completed
proceeding, whether brought by or in the right of the Company or otherwise, and
whether civil, criminal, administrative or investigative, in which the
Indemnified Party was, is or may be involved as a party, a witness or otherwise
by reason of the fact that the Indemnified Party is or was serving as a
director, officer or employee of the Company, or is or was serving at the
request of the Company as a director, officer, employee or agent of another
corporation, partnership, trust or other enterprise (including an employee
benefit plan), in each case whether or not the Indemnified Party continues to
serve in the same capacity at the time any Expense is incurred or Loss is
suffered for which indemnification or advancement of expenses may be sought
under this Agreement, including any such proceeding based on events or
occurrences prior to the date of this Agreement.

     Section 2. Indemnification. The Company agrees to indemnify and hold
harmless the Indemnified Party to the full extent authorized or permitted by the
Delaware Law and the Bylaws. In furtherance of the foregoing, and without
limiting the generality thereof, the Company agrees to indemnify the Indemnified
Party against all Expenses and Losses actually and reasonably incurred by him or
on his behalf in connection with any Proceeding, or any claim, issue or matter
therein, if he acted in good faith and in a manner he reasonably believed to be
in or not opposed to the best interests of the Company and, with respect to any
criminal Proceeding, had no reasonable cause to believe his conduct was
unlawful; provided that in connection with any Proceeding by or in the right of
the Company to procure a judgment in its favor, no indemnification against such
Expenses or Losses will be made in respect of any claim, issue or matter in such
Proceeding as to which the Indemnified Party is adjudged to be liable to the
Company, unless and to the extent that the Court of Chancery of the State of the
Delaware or the court in which such Proceeding has been brought or is pending
determines that such indemnification may be made.

     Section 3. Indemnification for Expenses as Witness. To the extent the
Indemnified Party is, by reason of the fact that the Indemnified Party is or was
serving as a director, officer or employee of the Company or is or was serving
at the request of the Company as a director, officer, employee or agent of
another corporation, partnership, trust or other enterprise (including an
employee benefit plan), a witness in any Proceeding to which the Indemnified
Party is not a party, the Company agrees to indemnify the Indemnified Party
against all Expenses actually and reasonably incurred by him or on his behalf in
connection therewith.

     Section 4. Advancement of Expenses. The Company agrees to advance all
Expenses actually and reasonably incurred by or on behalf of the Indemnified
Party in connection with any Proceeding within 10 days after the receipt by the
Company of a statement or statements from the Indemnified Party requesting such
advance or advances from time to time, whether prior to or after final
disposition of such Proceeding. Any promissory note required under Section 50 of

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the Bylaws to be provided by the Indemnified Party to the Company to evidence
his obligation to repay advances of Expenses should the Indemnified Party be
determined not to be entitled to indemnification will be unsecured and interest
free. If, in accordance with the provisions of Section 5(e), a determination is
made that the Indemnified Party is not entitled to indemnification with respect
to a matter in connection with which the Company has previously advanced
Expenses to the Indemnified Party, the Indemnified Party will reimburse such
amounts within 90 days after receipt of written notice from the Company
requesting such reimbursement; provided that if the Indemnified Party has
commenced or thereafter commences legal proceedings in a court of competent
jurisdiction to secure a determination that the Indemnified Party should be
indemnified under applicable law, any determination made pursuant to Section
5(e) that the Indemnified Party would not be permitted to be indemnified under
applicable law will not be binding and the Indemnified Party will not be
required to reimburse the Company for any advancement of Expenses until a final
judicial determination is made with respect thereto (as to which all rights of
appeal therefrom have been exhausted or lapsed).

     Section 5. Indemnification Procedures.

          (a) The Indemnified Party agrees to notify the Company promptly in
     writing upon being served with any summons, citation, subpoena, complaints,
     indictment, information or other document relating to any Proceeding or
     matter which may be subject to indemnification covered hereunder. The
     failure of the Indemnified Party to so notify the Company will not relieve
     the Company of any obligation which it may have to the Indemnified Party
     under this Agreement or otherwise.

          (b) The Indemnified Party will be entitled to control the defense of
     any Proceeding with counsel of his own choosing reasonably acceptable to
     the Company, and the Company will cooperate in the defense of such
     Proceeding. If the Indemnified Party determines not to control the defense
     of any Proceeding with counsel of his own choosing, the Indemnified Party
     will promptly so notify the Company in writing and the Company will be
     required to assume the defense of such Proceeding using counsel reasonably
     acceptable to the Indemnified Party.

          (c) The Company will not be liable for any settlement of any
     Proceeding by the Indemnified Party effected without the Company's written
     consent, which consent will not be unreasonably withheld, delayed or
     conditioned. The Company may not settle or compromise any Proceeding to
     which the Indemnified Party is a party without the Indemnified Party's
     written consent, which consent will not be unreasonably withheld, delayed
     or conditioned; provided that the Company will not be required to obtain
     the consent of the Indemnified Party to the settlement of any Proceeding
     that the Company has undertaken to defend if the Company assumes full and
     sole responsibility for such settlement and the settlement grants the
     Indemnified Party a complete and unqualified release with respect to all
     potential liability.

          (d) To obtain indemnification by the Company under this Agreement, the
     Indemnified Party must submit to the Company a written request, including
     therewith

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     such documentation and information as is reasonably available to the
     Indemnified Party and is reasonably necessary to determine whether and to
     what extent the Indemnified Party is entitled to indemnification. The
     Corporate Secretary of the Company will, promptly upon receipt of such a
     request for indemnification, advise the Board of Directors in writing that
     the Indemnified Party has made such request.

          (e) Upon written request by the Indemnified Party for indemnification,
     a determination, if required by the Bylaws or the Delaware Law, with
     respect to the Indemnified Party's entitlement thereto will be made in the
     specific case by Independent Counsel in a written opinion to the Board of
     Directors, a copy of which will be delivered to the Indemnified Party,
     unless the Indemnified Party requests that such determination be made by
     the disinterested members of the Board of Directors or the stockholders of
     the Company, in which case the determination will be made in the manner
     requested by the Indemnified Party. The Indemnified Party will cooperate
     with the person or entity making such determination with respect to the
     Indemnified Party's entitlement to indemnification, including providing to
     such person or entity upon reasonable request with any documentation or
     information that is not privileged or otherwise protected from disclosure
     and that is reasonably available to the Indemnified Party and reasonably
     necessary to such determination. Any Independent Counsel, member of the
     Board of Directors or stockholders of the Company will act reasonably and
     in good faith in making a determination under the Agreement of the
     Indemnified Party's entitlement to indemnification. Any Expenses actually
     and reasonably incurred by the Indemnified Party in so cooperating with the
     person or entity making such determination will be borne by the Company
     (irrespective of the determination as to the Indemnified Party's
     entitlement to indemnification) and the Company hereby agrees to indemnify
     and hold the Indemnified Party harmless therefrom. The Company agrees to
     pay the reasonable fees and expenses of any Independent Counsel making such
     determination and to fully indemnify such counsel against any and all
     Losses suffered by the Independent Counsel arising out of or relating to
     such determination, this Agreement or its engagement pursuant hereto.

          (f) If the determination of entitlement to indemnification is to be
     made by Independent Counsel, the Independent Counsel will be selected by
     the Indemnified Party and the Indemnified Party will give written notice to
     the Company advising it of the identity of the Independent Counsel so
     selected. The Company may, within 10 days after such written notice of
     selection has been given, deliver to the Indemnified Party a written
     objection to such selection; provided that such objection may be asserted
     only on the ground that the Independent Counsel so selected does not meet
     the requirements of "Independent Counsel" as defined in Section 1, and the
     objection will set forth with particularity the factual basis of such
     assertion. Absent a proper and timely objection, the person so selected by
     the Indemnified Party will act as Independent Counsel. If a written
     objection is made and substantiated, the Independent Counsel selected may
     not serve as Independent Counsel unless and until such objection is
     withdrawn or a court has determined that such objection is without merit.
     If, within 20 days after submission by the Indemnified Party of a written
     request for indemnification pursuant to Section 5(d),

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     no Independent Counsel has been selected and not objected to, the
     Indemnified Party may petition any court of competent jurisdiction for
     resolution of any objection which may have been made by the Company to the
     Indemnified Party's selection of Independent Counsel or for the appointment
     as Independent Counsel of a person selected by the court or by such other
     person as the court may designate, and the person with respect to whom all
     objections are so resolved or the person so appointed will act as
     Independent Counsel under Section 5(e). The Company will pay all reasonable
     fees and expenses incident to the procedures set forth in this Section
     5(f), regardless of the manner in which such Independent Counsel was
     selected or appointed.

          (g) If it is determined that the Indemnified Party is entitled to
     indemnification, payment to the Indemnified Party will be made within 10
     days after such determination.

     Section 6. Assumptions and Determination of Good Faith.

          (a) In making a determination with respect to entitlement to
     indemnification under this Agreement, the person or entity making such
     determination will presume that the Indemnified Party is entitled to
     indemnification under this Agreement if the Indemnified Party has submitted
     a request for indemnification in accordance with Section 5(d) and the
     Company will have the burden of proof to overcome that presumption in
     connection with any determination contrary to that presumption.

          (b) For purposes of any determination of good faith, the knowledge or
     actions, or failure to act, of any other director, officer, agent or
     employee of the Company will not be imputed to the Indemnified Party for
     purposes of determining the right to indemnification under this Agreement.
     The provisions of this Section 6(b) will not be deemed to be exclusive or
     to limit in any way the other circumstances in which the Indemnified Party
     may be deemed to have met the applicable standards of conduct set forth in
     this Agreement.

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     Section 7. Remedies of Indemnified Party.

          (a) In the event that (i) advancement of Expenses is not timely made
     in accordance with Section 4, (ii) a determination is made pursuant to
     Section 5(e) that the Indemnified Party is not entitled to indemnification
     under this Agreement or (iii) a determination is made pursuant to Section
     5(e) that the Indemnified Party is entitled to indemnification under this
     Agreement and payment of indemnification is not made within 10 days after
     such determination has been made, the Indemnified Party will be entitled to
     an adjudication in an appropriate court of the State of Delaware, or in any
     other court of competent jurisdiction, of his entitlement to such
     indemnification. Alternatively, the Indemnified Party, at his option, may
     seek an award in arbitration to be conducted in Wilmington, Delaware by a
     single arbitrator pursuant to the Commercial Arbitration Rules of the
     American Arbitration Association. The Indemnified Party will commence such
     proceeding seeking an adjudication or an award in arbitration within 120
     days following the date on which the Indemnified Party first has the right
     to commence such proceeding pursuant to this Section 7(a). The Company will
     not oppose the Indemnified Party's right to seek any such adjudication or
     award in arbitration.

          (b) In the event that a determination has been made pursuant to
     Section 5(e) that the Indemnified Party is not entitled to indemnification,
     any judicial proceeding or arbitration commenced pursuant to this Section 7
     will be conducted in all respects as a de novo trial or arbitration on the
     merits and the Indemnified Party will not be prejudiced by reason of that
     adverse determination.

          (c) If a determination has been made pursuant to Section 5(e) that the
     Indemnified Party is entitled to indemnification, the Company will be bound
     by such determination in any judicial proceeding or arbitration commenced
     pursuant to this Section 7 absent (i) a misstatement by the Indemnified
     Party of a material fact, or an omission of a material fact necessary to
     make the Indemnified Party's statement not materially misleading, in
     connection with the request for indemnification or (ii) a prohibition of
     such indemnification under applicable law.

          (d) In the event that the Indemnified Party, pursuant to this Section
     7, seeks a judicial adjudication of or an award in arbitration to enforce
     his rights under, or to recover damages for breach of, this Agreement, the
     Indemnified Party will be entitled to recover from the Company, and will be
     indemnified by the Company against, any and all Expenses actually and
     reasonably incurred by him in such judicial adjudication or arbitration,
     but only if he prevails therein. If it is determined in such judicial
     adjudication or arbitration that the Indemnified Party is entitled to
     receive part but not all of the indemnification sought, the Expenses
     incurred by the Indemnified Party in connection with such judicial
     adjudication or arbitration will be appropriately prorated.

          (e) The Company will indemnify the Indemnified Party against any and
     all Expenses and, if requested by the Indemnified Party, will (within 10
     days after receipt by

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     the Company of a written request therefor) advance such Expenses to the
     Indemnified Party, which are incurred by the Indemnified Party in
     connection with any action brought by the Indemnified Party to recover
     under any directors' and officers' liability insurance policies maintained
     by the Company, regardless of whether the Indemnified Party ultimately is
     determined to be entitled to such insurance recovery.

          (f) The Company will be precluded from asserting in any judicial
     proceeding or arbitration commenced pursuant to this Section 7 that the
     procedures and presumptions of this Agreement are not valid, binding and
     enforceable and will stipulate in any such court or before any such
     arbitrator that the Company is bound by all the provisions of this
     Agreement.

     Section 8. Agreements Relating to Change in Control.

          (a) For a period of six years after the date of the consummation of
     any transaction involving the Company of a type required to be reported
     pursuant to Item 1 of Form 8-K under the Securities Exchange Act of 1934,
     as amended (a "Change in Control Transaction"), the Company will cause to
     be maintained in effect the policies of directors and officers liability
     insurance and fiduciary liability insurance currently maintained by the
     Company with respect to claims arising from or relating to actions or
     omissions, or alleged actions or omissions, occurring on or prior to the
     date of the consummation of such Change in Control Transaction. The Company
     may at its discretion substitute for such policies currently maintained by
     the Company directors and officers liability insurance and fiduciary
     liability insurance policies with reputable and financially sound carriers
     providing for no less favorable coverage. Notwithstanding the provisions of
     this Section 8(a), the Company will not be obligated to make annual premium
     payments with respect to such policies of insurance to the extent such
     premiums exceed 300 percent of the annual premiums paid by the Company as
     of the date of this Agreement. If the annual premium costs necessary to
     maintain such insurance coverage exceed the foregoing amount, the Company
     will maintain the most advantageous policies of directors and officers
     liability insurance and fiduciary liability insurance obtainable for an
     annual premium equal to the foregoing amount.

          (b) For a period of six years after the date of the consummation of
     any Change in Control Transaction, the Company will maintain in effect such
     provisions in its Certificate of Incorporation and Bylaws providing for
     exculpation of director liability and indemnification of directors,
     officers and employees to the fullest extent permitted from time to time
     under the law of the State of Delaware, which provisions will not be
     amended, except as required by applicable law or except to make changes
     permitted by applicable law that would enlarge the scope of the Indemnified
     Party's indemnification rights thereunder. The foregoing will not be deemed
     to restrict the right of the Company to modify the provisions of its
     Certificate of Incorporation or Bylaws relating to exculpation of director
     liability and indemnification of directors, officers and employees with
     respect to events or occurrences after the date of the consummation of a
     Change in

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     Control Transaction so long as such modifications do not adversely affect
     the rights of the Indemnified Party.

          (c) Prior to the consummation of any Change in Control Transaction,
     the Company will require the acquiring party or parties to agree in writing
     to perform and comply with, or to cause and permit the Company to perform
     and comply with, the provisions of this Section 8.

     Section 9. Non-Exclusivity.

          (a) The rights of indemnification as provided by this Agreement will
     not be deemed exclusive of any other rights to which the Indemnified Party
     may at any time be entitled under applicable law, the Certificate of
     Incorporation or Bylaws of the Company, any agreement, any vote of
     stockholders or a resolution of directors, or otherwise. In the event of
     any conflict or inconsistency between provisions of this Agreement and
     those contained in any other agreement relating to indemnification or
     advancement to which the Indemnified Party is or becomes a party (including
     the Indemnification Agreement dated as of                  between the
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     Indemnified Party and the Company), the provisions providing for
     indemnification and advancement rights that are most favorable to the
     Indemnified Party in the applicable circumstances will govern and control.
     No amendment, alteration or repeal of this Agreement or of any provision
     hereof will limit or restrict any right of the Indemnified Party under this
     Agreement in respect of any action taken or omitted by such the Indemnified
     Party prior to such amendment, alteration or repeal. To the extent that a
     change in the Delaware Law, whether by statute or judicial decision,
     permits greater indemnification than would be afforded currently under the
     Bylaws and this Agreement, it is the intent of the parties hereto that the
     Indemnified Party will enjoy by this Agreement the greater benefits so
     afforded by such change. No right or remedy herein conferred is intended to
     be exclusive of any other right or remedy, and every other right and remedy
     will be cumulative and in addition to every other right and remedy given
     hereunder or now or hereafter existing at law or in equity or otherwise.
     The assertion or employment of any right or remedy hereunder, or otherwise,
     will not prevent the concurrent or subsequent assertion or employment of
     any other right or remedy.

          (b) In the event of any payment under this Agreement, the Company will
     be subrogated to the extent of such payment to all of the rights of
     recovery of the Indemnified Party, who will execute all papers required and
     take all action necessary to secure such rights, including execution of
     such documents as are necessary to enable the Company to bring suit to
     enforce such rights.

          (c) The Company will not be liable under this Agreement to make any
     payment of amounts otherwise indemnifiable hereunder if and to the extent
     that the Indemnified Party has otherwise actually received such payment
     under any insurance policy, contract, agreement or otherwise.

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     Section 10. Duration of Agreement. All agreements and obligations of the
Company contained in this Agreement will continue during the period the
Indemnified Party is serving as a director, officer or employee of the Company,
or is serving at the request of the Company as a director, officer, employee or
agent of another corporation, partnership, trust or other enterprise (including
an employee benefit plan), and will continue thereafter so long as the
Indemnified Party may be subject to any Proceeding (or any proceeding commenced
under Section 7), whether or not he is acting or serving in any such capacity at
the time any Loss or Expense is incurred for which indemnification may be sought
under this Agreement. This Agreement will be binding upon and inure to the
benefit of and be enforceable by the parties hereto and their respective
successors (including any direct or indirect successor by purchase, merger,
consolidation or otherwise to all or substantially all of the business or assets
of the Company), assigns, spouses, heirs, executors and personal and legal
representatives.

     Section 11. Miscellaneous.

          (a) No agreement modifying or amending this Agreement or extending or
     waiving any provision of this Agreement will be valid or binding unless it
     is in writing and is executed and delivered by or on behalf of the party
     against which it is sought to be enforced.

          (b) Whenever possible, each provision of this Agreement will be
     interpreted in such manner as to be effective and valid under applicable
     law, but if any provision of this Agreement is held to be prohibited by or
     invalid under applicable law, such provision will be ineffective only to
     the extent of such prohibition or invalidity, without invalidating the
     remainder of this Agreement.

          (c) This Agreement may be executed simultaneously in two or more
     counterparts, any one of which need not contain the signatures of more than
     one party, but all such counterparts taken together will constitute one and
     the same Agreement.

          (d) The descriptive headings of this Agreement are inserted for
     convenience only and do not constitute a part of this Agreement.

          (e) All notices, demands or other communications to be given or
     delivered under or by reason of the provisions of this Agreement will be in
     writing and will be deemed to have been given when delivered personally to
     the recipient or when sent to the recipient by telecopy (receipt
     confirmed), one business day after the date when sent to the recipient by
     reputable express courier service (charges prepaid) or three business days
     after the date when mailed to the recipient by certified or registered
     mail, return receipt requested and postage prepaid. Such notices, demands
     and other communications will be sent to the Company and the Indemnified
     Party at the addresses indicated below:

          If to the Company:                 National Steel Corporation
                                             4100 Edison Lakes Parkway

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                                             Mishawaka, Indiana 46545-3440
                                             Attention:  Corporate Secretary

          If to the Indemnified Party:
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          or to such other address or to the attention of such other party as
     the recipient party has specified by prior written notice to the sending
     party.

          (f) The language used in this Agreement will be deemed to be the
     language chosen by the parties to express their mutual intent and no rule
     of strict construction will be applied against any party. The use of the
     word "including" in this Agreement means "including without limitation" and
     is intended by the parties to be by way of example rather than limitation.

          (g) ALL QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY AND
     INTERPRETATION OF THIS AGREEMENT WILL BE GOVERNED BY THE INTERNAL LAW, AND
     NOT THE LAW OF CONFLICTS, OF THE STATE OF DELAWARE.

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          IN WITNESS WHEREOF, the parties have executed and delivered this
Agreement as of the date first written above.

                                         NATIONAL STEEL CORPORATION


                                         By
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                                                Vice President, General Counsel
                                                         and Secretary


                                           -------------------------------------
                                                [Name of Indemnified Party]