Exhibit 10.2


                                                                  EXECUTION COPY




             SECOND AMENDMENT TO THE PURCHASE AND SALE AGREEMENT


     THIS  SECOND AMENDMENT TO THE PURCHASE AND SALE AGREEMENT, dated as of June
12,  2009  (this "Amendment"), is entered into by and among UNITED STATES  STEEL
CORPORATION  (as  successor  to United States Steel  LLC  ("USS")),  a  Delaware
corporation, as initial Servicer (in such capacity, the "Servicer")  and  as  an
Originator (in such capacity, the "Originator") and U. S. STEEL RECEIVABLES LLC,
a   Delaware  limited  liability  company  (the  "Company"),  as  purchaser  and
contributee.  Capitalized terms used and not otherwise defined herein  are  used
as defined in the Agreement (as defined below).

     WHEREAS,  the parties hereto are parties to the Purchase and Sale Agreement
dated  as  of November 28, 2001 (as amended, restated, supplemented or otherwise
modified through the date hereof, the "Agreement").

     WHEREAS,  the  parties  hereto desire to amend  the  Agreement  in  certain
respects as provided herein;

     NOW  THEREFORE,  in  consideration  of  the  premises  and  other  material
covenants contained herein, the parties hereto agree as follows:

     SECTION 1.     Amendment.  The Agreement is hereby amended by inserting, in
the appropriate order, the following new Section 5.18:

     5.18 Ordinary Course of Business.  Each remittance of Collections by or  on
     behalf  of  such Originator to the Company under this Agreement  will  have
     been  (i)  in payment of a debt incurred by such Originator in the ordinary
     course of business or financial affairs of such Originator and (ii) made in
     the ordinary course of business or financial affairs of such Originator.

     SECTION 2.     Representations and Warranties.  Each of the Originator, the
Servicer and the Company hereby represents and warrants that:

          (a)  Representations and Warranties.  Each representation and warranty
     made by it in the Agreement and in the other Transaction Documents to which
     it  is a party are true and correct as of the date hereof (unless stated to
     relate  solely  to an earlier date, in which case such representations  and
     warranties were true and correct and correct as of such earlier date).

          (b)   Enforceability.  The execution and delivery by  such  Person  of
     this  Amendment, and the performance of each of its obligations under  this
     Amendment  and  the Agreement, as amended hereby, are within  each  of  its
     corporate  powers and have been duly authorized by all necessary  corporate
     action  on its part.  This Amendment and the Agreement, as amended  hereby,
     are  such  Person's valid and legally binding obligations,  enforceable  in
     accordance with its terms.

          (c)   No Default.  Both before and immediately after giving effect  to
     this  Amendment and the transactions contemplated hereby, no  Purchase  and
     Sale  Termination  Event or Unmatured Purchase and Sale  Termination  Event
     exists or shall exist.

     SECTION 3.     Agreement in Full Force and Effect as Amended.

     All  provisions  of  the Agreement, as specifically amended  hereby,  shall
remain  in  full force and effect.  After this Amendment becomes effective,  all
references  to the Agreement in the Agreement or any other Transaction  Document
shall be deemed references to the Agreement as amended by this Amendment.   This
Amendment shall not constitute a novation of the Agreement, but shall constitute
an  amendment  thereof.  The parties hereto agree to be bound by the  terms  and
conditions of the Agreement, as amended by this Amendment, as though such  terms
and conditions were set forth herein.

     SECTION 4.     Miscellaneous.

     A.   This Amendment may be executed in any number of counterparts, and
by the different parties hereto on the same or separate counterparts, each  of
which when so executed and delivered shall be deemed to be an original
instrument but all of which together shall constitute one and the same
agreement.  Delivery by facsimile or email of an executed signature page of this
Amendment  shall  be effective  as delivery of an executed counterpart hereof.
The effectiveness  of this  Amendment is subject to the condition precedent that
the Collateral  Agent and  the Funding Agents shall have received counterparts
of this Amendment, duly executed by all parties hereto.

     B.   The descriptive headings of the various sections of this Amendment are
inserted for convenience of reference only and shall not be deemed to affect the
meaning or construction of any of the provisions hereof.

     C.   This Amendment may not be amended or otherwise modified except as
provided in the Agreement.

     D.   None of the parties hereto does waive nor has waived, and each hereby
expressly reserves, its right at any time to take any and all actions, and to
exercise any and all remedies, authorized or permitted under the Agreement, as
amended, or any of the other Transaction Documents, or available at law or
equity or otherwise.

     E.   Any provision in this Amendment which is prohibited or unenforceable
in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent
of such prohibition or unenforceability without invalidating the remaining
provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.

     F.   THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER
THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK (INCLUDING, WITHOUT LIMITATION, SECTIONS
5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATION LAW).

                            [Signature Pages Follow]


     IN WITNESS WHEREOF, the parties have caused this Amendment to be executed
by their respective officers thereunto duly authorized, as of the date first
above written.

                              UNITED STATES STEEL CORPORATION,
                              as Servicer and Originator


                              By: /s/ Larry T. Brockway
                                 ------------------------------
                              Name:  Larry T. Brockway
                                   ----------------------------
                              Title: VP & Treasurer
                                    ---------------------------




                              U. S. STEEL RECEIVABLES LLC


                              By: /s/ Larry T. Brockway
                                 ------------------------------
                              Name: Larry T. Brockway
                                   ----------------------------
                              Title: Vice President
                                    ---------------------------



CONSENTED TO AND AGREED:



THE BANK OF NOVA SCOTIA,
as a Funding Agent


By: /s/ Darren Ward
   -----------------------------------
Name: Darren Ward
     ---------------------------------
Title: Director
      --------------------------------




PNC BANK, NATIONAL ASSOCIATION,
as a Funding Agent


By: /s/ William P. Falcon
   -----------------------------------
Name: William P. Falcon
     ---------------------------------
Title: Vice President
      --------------------------------