Exhibit 10.1


                                                                  EXECUTION COPY



                      FIRST AMENDMENT TO THE SECOND AMENDED
                   AND RESTATED RECEIVABLES PURCHASE AGREEMENT

     THIS  FIRST  AMENDMENT  TO  THE  SECOND AMENDED  AND  RESTATED  RECEIVABLES
PURCHASE  AGREEMENT,  dated as of June 12, 2009 (this "Amendment"),  is  entered
into  by  and  among  U. S. STEEL RECEIVABLES LLC, a Delaware limited  liability
company,  as  Seller  (the "Seller"), UNITED STATES STEEL  CORPORATION  (in  its
individual capacity "USS"), a Delaware corporation, as initial Servicer (in such
capacity,  together with its successors and permitted assigns in such  capacity,
the "Servicer"), the FUNDING AGENTS listed on the signature pages hereto, the CP
CONDUIT   PURCHASERS  listed  on  the  signature  pages  hereto,  the  COMMITTED
PURCHASERS  listed  on the signature pages hereto, the LC BANKS  listed  on  the
signature  pages hereto and THE BANK OF NOVA SCOTIA, a Canadian  chartered  bank
acting  through  its  New York Agency, as Collateral Agent for  the  CP  Conduit
Purchasers,  Committed Purchasers and LC Banks (in such capacity, together  with
its   successors  and  assigns  in  such  capacity,  the  "Collateral   Agent").
Capitalized terms used and not otherwise defined herein are used as  defined  in
the  Second  Amended and Restated Receivables Purchase Agreement,  dated  as  of
September  27, 2006 (as amended or otherwise modified through the  date  hereof,
the "Agreement"), among the Seller, the Servicer, the CP Conduit Purchasers from
time  to  time party thereto, the Committed Purchasers from time to  time  party
thereto,  the LC Banks from time to time party thereto, the Funding  Agents  and
the Collateral Agent.

     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.       Amendments.

          (a)  Clause (c) of Section 1.1 of the Agreement is hereby deleted in
     its entirety.

          (b)  Clause (d) of Section 1.1 of the Agreement is hereby deleted in
     its entirety.

          (c)  Section 1.7 of the Agreement is hereby amended by inserting at
     the end thereof the following new sentence:

               If the rate of any "Commitment Fee", "Program Fee", "LC Fee"
         or similar fee payable to any Funding Agent for the benefit of the
         Purchasers in the related Purchaser Group pursuant to such Funding
         Agent's  Fee Letter or otherwise (the "More Favorable Fee Letter")
         shall  at  any  time be more favorable than the related,  parallel
         fees  set forth in any other Funding Agent's Fee Letter, then  the
         Seller  and the other parties hereto will deem each other  Funding
         Agent's  Fee  Letter  to  be  amended  to  incorporate  such  more
         favorable  terms as of the effectiveness date of the related  more
         favorable  terms  under  the More Favorable  Fee  Letter,  mutatis
         mutandis.   The Seller shall provide the Collateral Agent  with  a
         copy   of   each   Fee  Letter,  together  with  any   amendments,
         restatements, supplements or other modifications thereto, promptly
         following the effective date thereof.

          (d)  Section 1.9 of the Agreement is hereby amended by inserting,
     in the appropriate order, the following new clause (e):

               (e)   For  the  avoidance of doubt, any  increase  in  cost
               and/or  reduction  in yield with respect  to  any  Affected
               Person  caused by regulatory capital allocation adjustments
               due  to  FASB's  Interpretation 46 (revised December  2003)
               Consolidation   of   Variable   Interest    Entities    and
               Interpretation of Accounting Research Bulletin No.  51  (or
               any  future  statement or interpretation  issued  by  FASB)
               shall be covered by this Section 1.9.

          (e)  Section 1.14 of the Agreement is hereby amended and restated in
     its entirety as follows:

               Section 1.14. Purchaser Groups and Purchasers.  The  Seller
          may  (a) with the written consent of the Collateral Agent  (such
          consent  not  to  be  unreasonably  withheld  or  delayed),  add
          additional Persons as Purchasers to an existing Purchaser  Group
          (with   the  prior  written  consent  of  the  related   Funding
          Agent-such  consent not to be unreasonably withheld or  delayed)
          or (b) pursuant to and in accordance with the terms set forth in
          Section  1.13(b)(ii),  request an existing  Purchaser  Group  to
          increase its Commitment in connection with the assignment of the
          Commitment  of  a  Non-Extending Committed Purchaser;  provided,
          however, that the Commitment of any Purchaser Group may only  be
          increased  with  the consent of the related  Funding  Agent  and
          applicable  Purchasers in their sole discretion or (c)  pursuant
          to  and  in  accordance  with the terms  set  forth  in  Section
          1.13(b)(ii),  with the written consent of the  Collateral  Agent
          and  each  Funding  Agent (such consent not to  be  unreasonably
          withheld  or  delayed),  add one or  more  Purchaser  Groups  as
          parties  hereto.   Each new Purchaser or Purchaser  Group  shall
          become  a  party  hereto  by executing  and  delivering  to  the
          Collateral  Agent,  each  Funding  Agent  and  the   Seller   an
          Assumption  Agreement (each, an "Assumption Agreement")  in  the
          form of Exhibit VI hereto (which Assumption Agreement shall,  in
          the  case of any new Purchaser Group be executed by each  Person
          (including  the  related Funding Agent) in  such  new  Purchaser
          Group).

          (f)  Clause (b) of Section 1.16 of the Agreement is hereby amended
     restated in its entirety as follows:

               (b)   Each  Letter of Credit shall, among other things,  (i)
          provide for written demands for payment when presented for  honor
          thereunder  in  accordance  with  the  terms  thereof  and   when
          accompanied by the documents described therein (ii) and  have  an
          expiry date not later than eighteen (18) months after such Letter
          of  Credit's  date of issuance and in no event later than  twelve
          (12) months after the related Purchaser Group's Commitment Expiry
          Date  then  in  effect.  Each Letter of Credit shall  be  subject
          either  to  the  Uniform  Customs and  Practice  for  Documentary
          Credits   (2007  Revision),  International  Chamber  of  Commerce
          Publication  No.  600,  and any amendments or  revisions  thereof
          adhered  to by an LC Bank or the International Standby  Practices
          (ISP98-International Chamber of Commerce Publication Number 590),
          and any amendments or revisions thereof adhered to by an LC Bank,
          as determined by the applicable LC Bank.

          (g)  The first sentence of Section 5.1 of the Agreement is hereby
     amended by (i) deleting the words "on the date hereof" therein and (ii)
     inserting, immediately prior to the comma after the words "Intercreditor
     Agreement", the words "and any amendments or other modifications thereto".

          (h)  The definition of "Alternate Rate" set forth in Exhibit I to the
     Agreement is hereby amended (i) deleting the reference to the percentage
     "1.50%" in clause (a) therein and substituting a reference to the
     percentage "3.00%" therefor and (ii) deleting the reference to the
     percentage "2.00%" in the proviso thereto and substituting a reference to
     the percentage "4.00%" therefor.

          (i)  The definition of "Change in Control" set forth in Exhibit I to
     the Agreement is hereby amended and restated in its entirety as follows:

               "Change in Control" means the occurrence of any of the following:

                   (a)  USS ceases to own, directly or indirectly, 100% of the
                     capital stock of the Seller free and clear of all Adverse
                     Claims.

                   (b)  any "person" (as such term is used in Sections 13(d)
                     and 14(d) of the Exchange Act) is or becomes the
                     "beneficial owner" (as defined in Rules 13d-3 and 13d-5
                     under the Exchange Act, except that for the purposes of
                     this clause (b) such person shall be deemed to have
                     "beneficial ownership" of all shares that any such person
                     has the right to acquire, whether such right is exercisable
                     immediately or only after the passage of time), directly or
                     indirectly, of more than 35% of either the aggregate
                     ordinary voting power or the aggregate equity value
                     represented by the issued and outstanding common stock in
                     USS;

                   (c)  individuals who constituted the board of directors of
                     USS at any given time (together with any new directors
                     whose election by such board of directors or whose
                     nomination for election by the shareholders of USS as
                     approved by a vote of 66 2/3% of the directors of USS then
                     still in office who were either directors at such time or
                     whose election or nomination for election was previously so
                     approved) cease for any reason to constitute a majority of
                     that board of directors then in office;

                   (d)  the adoption of a plan relating to the liquidation or
                     dissolution of USS; or

                   (e)  the merger or consolidation of USS with or into another
                     Person or the merger of another Person with or into USS,
                     or the sale of all or substantially all the assets of USS
                     (determined on a consolidated basis) to another Person,
                     other than a merger or consolidation transaction in which
                     holders of USS' common stock representing 100% of the
                     ordinary voting power represented by that common stock
                     immediately prior to such transaction (or other securities
                     into which such securities are converted as part of such
                     merger or consolidation transaction) own directly or
                     indirectly at least a majority of the ordinary voting power
                     represented by the common stock or other equity interests
                     in the surviving Person in such merger or consolidation
                     transaction issued and outstanding immediately after such
                     transaction and in substantially the same proportion as
                     before the transaction.

          (j)  The definition of "Commitment Expiry Date" set forth in Exhibit I
     to the Agreement is hereby amended by deleting the reference to the date
     "September 25, 2009" therein and substituting a reference to the date
     "September 24, 2010" therefor.

          (k)  The definition of "Concentration Reserve Percentage" set forth in
     Exhibit I to the Agreement is hereby amended by deleting the reference to
     the percentage "16%" therein and substituting a reference to the percentage
     "20%" therefor.

          (l)  The definition of "Conduit Assignee" set forth in Exhibit I to
     the Agreement is hereby amended by deleting the reference to "Section 5.3"
     therein and substituting a reference to "Section 6.3" therefor.

          (m)  The definition of "Designated Obligor" set forth in Exhibit I to
     the Agreement is hereby amended by inserting, immediately after the words
     "written notice", the words "substantially in the form of Annex F hereto".

          (n)  The first proviso to the definition of "Discount" set forth in
     Exhibit I to the Agreement is hereby amended by deleting the reference to
     the percentage "2.00%" therein and substituting a reference to the
     percentage "4.00%" therefor.

          (o)  Clause (c) of the definition of "Eligible Receivables" set forth
     in Exhibit I to the Agreement is hereby amended and restated in its
     entirety as follows:

               (c) that does not have a stated maturity which is more than
          64  days  after  the original invoice date of  such  Receivable;
          provided,  that  a  Receivable that has  a  stated  maturity  of
          greater  than  64  days (but not more than 75  days)  after  the
          original  invoice  date  of  such  Receivable  (a  "Medium  Term
          Receivable") shall, solely to the extent that such  Medium  Term
          Receivable  satisfies each of the other criteria  set  forth  in
          this  definition, be an Eligible Receivable to  the  extent  the
          aggregate Outstanding Balance of all Medium Term Receivable that
          are  otherwise Eligible Receivables does not exceed  5%  of  the
          aggregate Outstanding Balance of all Eligible Receivables,

          (p)  Clause (g) of the definition of "Eligible Receivables" set forth
     in Exhibit I to the Agreement is hereby amended and restated in its
     entirety as follows:

               (g)   that  is  not  the subject of any  asserted  dispute,
          offset,  hold  back  defense,  Adverse  Claim  or  other  claim,
          provided  that  (i)  undisputed  amounts  with  respect  to  any
          Receivable  shall,  solely to the extent  that  such  Receivable
          satisfies  each  of  the  other  criteria  set  forth  in   this
          definition,  be  an  Eligible Receivable up to  such  undisputed
          amount  and  (ii)  any  Receivable subject to  potential  offset
          shall, solely to the extent that such Receivable satisfies  each
          of  the  other  criteria  set forth in this  definition,  be  an
          Eligible Receivable so long as no actual offset has been applied
          with  respect thereto and provided, further, that the  foregoing
          sub-clause  (ii)  of  this  clause  (g)  shall  not   apply   to
          Receivables the Obligor of which is one of the ten Obligors with
          the largest Outstanding Balance of Pool Receivables,

          (q)  Clause (o) of the definition of "Eligible Receivables" set forth
     in Exhibit I to the Agreement is hereby amended by deleting the reference
     to the percentage "35%" therein and substituting a reference to the
     percentage "25%" therefor.

          (r)  The definition of "Excluded Obligor" set forth in Exhibit I to
     the Agreement is hereby amended and restated in its entirety as follows:

              "Excluded  Obligor" means any of: (a) USS--POSCO Industries
          and  its  successors,  (b) General Motors  Corporation  and  its
          subsidiaries,  affiliates and successors, (c) Chrysler  LLC  and
          Chrysler   Group  LLC  and  its  subsidiaries,  affiliates   and
          successors and (d) any other Person, if such Person is  approved
          in  writing as an "Excluded Obligor" by the Funding Agents, such
          writing to be in substantially the form of Annex C hereto.  Once
          a  Person  becomes  an  "Excluded Obligor" hereunder,  it  shall
          continue  to  be  classified as such  until  such  time  as  the
          Collateral Agent and each Funding Agent and Purchaser consent to
          any  de-classification in a writing to be in  substantially  the
          form of Annex G hereto.

          (s)  The definition of "Intercreditor Agreement" set forth in
     Exhibit I to the Agreement is hereby amended and restated in its entirety
     as follows:

               "Intercreditor Agreement" means that certain  Intercreditor
          Agreement,  dated as of June 12, 2009 (as amended,  supplemented
          or otherwise modified from time to time), among The Bank of Nova
          Scotia, as receivables collateral agent and a funding agent, PNC
          Bank,  National Association, as a funding agent, JPMorgan  Chase
          Bank, N.A., as lender agent, the Seller and USS.

          (t)  Clause (i)(y) of the definition of "Loss Reserve Percentage" set
      forth in Exhibit I to the Agreement is hereby amended by deleting the
      reference to the number  "four"  therein and substituting a reference to
      the  number  "five" therefor.

          (u)  The definition of "Reserve Adjustment Factor" set forth in
      Exhibit I to the Agreement is hereby amended by deleting the reference to
      the number "2" therein and substituting a reference to the number "2.25"
      therefor.

          (v)  The definition of "USS Credit Agreement" set forth in Exhibit I
      to the Agreement is hereby amended and restated in its entirety as
      follows:

               "USS  Credit  Agreement"  means that  certain  Amended  and
          Restated Credit Agreement, dated as of May 11, 2007 and  amended
          and  restated  as  of  June  12,  2009  (as  amended,  restated,
          supplemented  or  otherwise modified from time to  time),  among
          USS,  as  borrower, the lenders party thereto,  the  lc  issuing
          banks   party  thereto  and  JPMorgan  Chase  Bank,   N.A.,   as
          administrative agent and collateral agent.

          (w)  The definition of "USS Security Agreement" set forth in
      Exhibit I to the Agreement is hereby amended and restated in its
      entirety as follows:

               "USS   Security  Agreement"  means  that  certain  Security
          Agreement,  dated  as  of June 12, 2009 (as  amended,  restated,
          supplemented  or otherwise modified from time to time),  between
          USS and JPMorgan Chase Bank, N.A., as collateral agent, executed
          in connection with the USS Credit Agreement.

          (x)  Exhibit I to the Agreement is hereby amended by inserting, in
      the appropriate alphabetical order, the following new definitions:

               "Exchange Act" means the Securities Exchange Act  of  1934,
          as amended from time to time.

               "FASB"  means the Financial Accounting Standards Board  (or
          any successor thereto).

               "Rating  Agency"  means Moody's or Standard  &  Poor's  and
          "Rating  Agencies" means, collectively, Moody's and  Standard  &
          Poor's.

          (y)  Section 1 of Exhibit III of the Agreement is hereby amended by
     inserting,in the appropriate order, the following new clause (r):

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

          (z)  Clause (g) of Exhibit V to the Agreement is hereby amended and
     restated in its entirety as follows:

               (g)   (i) the (A) Default Ratio shall exceed 3.5%, (B)  the
          Dilution  Ratio shall exceed 6.0%, or (C) the Delinquency  Ratio
          shall  exceed  4.0%  or (ii) the average for  three  consecutive
          calendar  months (eliminating the effects caused by any  Obligor
          that became a Designated Obligor during that three-month period)
          of:  (A)  the Default Ratio shall exceed 2.0%, (B) the  Dilution
          Ratio  shall  exceed  5.5%, or (C) the Delinquency  Ratio  shall
          exceed 3.5%;

          (aa) Annex C to the Agreement is hereby amended and restated in its
     entirety as Annex C hereto.

          (bb) Annex D to the Agreement is hereby amended and restated in its
     entirety as Annex D hereto.

          (cc) Annex E to the Agreement is hereby amended and restated in its
     entirety as Annex E hereto.

          (dd) The Agreement is hereby amended by inserting, in the
     appropriate position, a new Annex F attached as Annex F hereto.

          (ee) The Agreement is hereby amended by inserting, in the
     appropriate position, a new Annex G attached as Annex G hereto.

     SECTION 2.       Agreement in Full Force and Effect as Amended.

     Except  as specifically amended hereby, the Agreement shall remain in  full
force  and effect.  All references to the Agreement shall be deemed to mean  the
Agreement as modified hereby.  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 3.       Effectiveness of this Amendment.  This Amendment shall
become effective as of the date hereof upon receipt by the Collateral Agent of
each  of the following, each in form and substance satisfactory to the
Collateral Agent:

          (i)  counterparts  of  this Amendment and the Intercreditor  Agreement
               (as  defined  in Section 1 above), in each case duly executed  by
               each of the parties hereto and thereto, as applicable;

          (ii) evidence that each Funding Agent is in receipt of counterparts of
               such  Funding Agent's Fee Letter, in each case duly  executed  by
               each  of  the parties thereto (including receipt of any  "Renewal
               Fee" set forth therein); and

          (iii)evidence  of  the payment by the Seller and the Servicer  of  all
               fees  (including  all  due  diligence  costs  and  expenses   and
               attorneys' fees, costs and expenses) due and payable  as  of  the
               date  of  this  Amendment to the Collateral Agent,  each  Funding
               Agent  and  their  collective counsel, in each  case,  reasonably
               satisfactory  to the Collateral Agent and the applicable  Funding
               Agent, as the case may be.

     SECTION  4.       Representations and Warranties of USS and Seller; Further
Assurances.   Each of USS and the Seller hereby represents and warrants  to  the
Collateral Agent, each Funding Agent and each Purchaser as follows:

  A. Representations and Warranties.  Each of the representations and warranties
made  by  it under each of the 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 each of the Seller and the
Servicer 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 each of its parts.  This Amendment and the Agreement, as amended hereby, are
each of the Seller's and the Servicer's valid and legally binding obligations,
enforceable in accordance with its terms; and

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

  D. Further Assurances.  Each of the Seller and the Servicer hereby agree to
provide (or to cause to be provided) to the Collateral Agent and each Funding
Agent, a copy of all documents, agreements, instruments, certificates or other
records or receipts, if any, relating to the subject matter of this Amendment,
as the Collateral Agent or any Funding Agent may reasonably request.

     SECTION 5.       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.

  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. Any provision in this Amendment that 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.

  E. 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).

                       (signatures begin on the next page)

     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 initial Servicer


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

                              U. S. STEEL RECEIVABLES LLC, as Seller


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

                              LIBERTY STREET FUNDING LLC,

                              as a CP Conduit Purchaser


                              By: /s/ Jill A. Russo
                                  ----------------------------------------
                              Name:  Jill A. Russo
                              Title: Vice President



                              THE  BANK OF NOVA SCOTIA, as a Committed Purchaser
                              for Liberty Street Funding LLC

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

                              THE  BANK  OF  NOVA SCOTIA, as  LC  Bank  for  the
                              Purchaser Group for which The Bank of Nova  Scotia
                              acts as Funding Agent


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


                              THE  BANK  OF  NOVA SCOTIA, as Funding  Agent  for
                              Liberty   Street  Funding  LLC,  as   CP   Conduit
                              Purchaser   and  The  Bank  of  Nova  Scotia,   as
                              Committed Purchaser and as LC Bank


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



                              MARKET   STREET  FUNDING  LLC,  as  a  CP  Conduit
                              Purchaser


                              By: /s/ Doris J. Hearn
                                  ----------------------------------------
                              Name:  Doris J. Hearn
                              Title: Vice President

                              PNC   BANK,  NATIONAL  ASSOCIATION,  as  Committed
                              Purchaser for Market Street Funding LLC

                              By: /s/ David B. Gookin
                                  ----------------------------------------
                              Name:  David B. Gookin
                              Title: Senior Vice President

                              PNC BANK, NATIONAL ASSOCIATION, as LC Bank for the
                              Purchaser  Group  for  which  PNC  Bank,  National
                              Association acts as Funding Agent


                              By: /s/ David B. Gookin
                                  ----------------------------------------
                              Name:  David B. Gookin
                              Title: Senior Vice President



                              PNC  BANK, NATIONAL ASSOCIATION, as Funding  Agent
                              for  Market  Street  Funding LLC,  as  CP  Conduit
                              Purchaser  and PNC Bank, National Association,  as
                              Committed Purchaser and LC Bank


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



                              THE BANK OF NOVA SCOTIA,
                              as Collateral Agent

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

                                                                         Annex C


                     FORM OF REQUEST TO ADD EXCLUDED OBLIGOR


[Insert Date]

The Bank of Nova Scotia       PNC Bank, National Association
One Liberty Plaza             One PNC Plaza, 26th Floor
New York, New York 10006      249 Fifth Avenue
Attention: Darren Ward        Pittsburgh, PA  15222-2707
                              Attention:  William Falcon

Re:  Second  Amended  and Restated Receivables Purchase Agreement  (as  amended,
     restated,  supplemented  or otherwise modified,  the  "RPA")  dated  as  of
     September  27,  2006  among  U.S.  Steel Receivables  LLC  as  Seller  (the
     "Seller"),  United  States  Steel  Corporation  as  initial  Servicer  (the
     "Servicer"), the persons party thereto as CP Conduit Purchasers,  Committed
     Purchasers,  LC  Banks and Funding Agents and The Bank of  Nova  Scotia  as
     Collateral Agent
     ---------------------------------------------------------------------------

Ladies and Gentlemen:

This  is  a  request  that [Insert Name of Obligor] (the "P/E  Obligor")  be  an
"Excluded  Obligor"  [solely with respect to receivables created  on  and  after
[Insert Date]] pursuant to the terms hereof and of the RPA.

Each of the Seller and the Servicer, each for itself only, hereby (A) represents
and  warrants that, immediately prior to and immediately after giving effect  to
the  transactions  contemplated  by this letter  each  of  the  representations,
warranties,  covenants and agreements made by it under each of  the  Transaction
Documents to which it is a party are true and correct as of the date hereof  and
no  Unmatured Event of Termination or Event of Termination exists or will  exist
and  (B)  agrees  to provide (or to cause to be provided) to  and  each  Funding
Agent,  a copy of all documents, agreements, instruments, certificates or  other
reports,  records  or  receipts and to make any reasonable  adjustments  to  any
reports  delivered  or to be delivered under the RPA, if any,  relating  to  the
subject matter hereof, as any Funding Agent may reasonably request.

Each  of  the  Seller  and the Servicer understands and  acknowledges  that  the
Collateral  Agent  and  each  Funding Agent is entering  into  the  transactions
contemplated by this letter on the express understanding with each of the  other
parties  hereto  that, in entering into this letter, it is not establishing  any
course of dealing with any such Person.  Each of Collateral Agent's, the Funding
Agents'  and the Purchasers' rights to require strict performance with  each  of
the  terms  and conditions of the RPA and each other Transaction Document  shall
not  in  any way be impaired or affected by the execution hereof, except to  the
extent  expressly set forth herein.  None of the Collateral Agent,  any  Funding
Agent  or  any Purchaser shall be obligated in any manner to execute any  future
amendments, waivers, letters, agreements, documents or other instruments and  if
any  such amendment, waiver, letter, agreement, document or other instrument  is
requested in the future, assuming the terms and conditions thereof are otherwise
satisfactory to it, each such Person may, in connection with considering whether
or not to agree, consent or acknowledge the terms of any such amendment, waiver,
letter,  agreement, document or other instrument, require the Seller and/or  the
Servicer  to  prepare and deliver (or cause to be prepared and  delivered)  such
other  reports, historical data or other information in order to  determine,  in
its  sole  discretion, whether or not to agree, consent or acknowledge the  term
and conditions thereof.

We  ask  that  each  of the Collateral Agent and each Funding Agent  grant  this
request  by executing this letter in the space provided and returning a copy  to
the Servicer and the parties hereto.  The parties each agree that from and after
the  date hereof the P/E Obligor shall be and remain an Excluded Obligor [solely
with  respect to receivables created on and after [Insert Date]] and the RPA  is
hereby modified to reflect such limitation.

Capitalized  terms used in this letter that are not otherwise defined  have  the
meanings ascribed to them in the RPA.

Sincerely,

U. S. STEEL RECEIVABLES LLC        UNITED STATES STEEL CORPORATION,
                                   as Servicer

By:                                By:
    -------------------------          ---------------------------
     G. P. Schmidt                      L. T. Brockway
     Treasurer                          Vice President & Treasurer




By  their  execution hereof, the Collateral Agent and each Funding Agent  agrees
the aforementioned Obligor is an "Excluded Obligor" pursuant to the terms hereof
and of the RPA.

Collateral Agent:
THE BANK OF NOVA SCOTIA, as
Collateral Agent


By:
   ----------------------------
Name:
     --------------------------
Title:
      -------------------------

Funding Agents:
THE BANK OF NOVA SCOTIA, as        PNC BANK NATIONAL ASSOCIATION, as
Funding Agent                      Funding Agent


By:                                By:
   ----------------------------       ------------------------------
Name:                              Name:
     --------------------------         ----------------------------
Title:                             Title:
      -------------------------          ---------------------------





                                                                         Annex D


                    FORM OF REQUEST TO ADD CLASSIFIED OBLIGOR

[Date]

The Bank of Nova Scotia        PNC Bank, National Association
One Liberty Plaza              One PNC Plaza, 26th Floor
New York, NY 10006             249 Fifth Avenue
Attention: Darren Ward         Pittsburgh, PA 15222-2707
                               Attention: William Falcon


Re:   Second  Amended and Restated Receivables Purchase Agreement  (as  amended,
restated, supplemented or otherwise modified from time to time, the "RPA") dated
as  of  September  27,  2006 among U.S. Steel Receivables  LLC  as  Seller  (the
"Seller"), United States Steel Corporation (formerly United States Steel,  LLC),
as  initial  Servicer (the "Servicer"), the persons party thereto as CP  Conduit
Purchasers, Committed Purchasers , LC Banks and Funding Agents and The  Bank  of
Nova Scotia as Collateral Agent (the "Collateral Agent")
--------------------------------------------------------------------------------

Ladies and Gentlemen:

This  is a request from the Seller and the Servicer to the Collateral Agent  and
each  Funding Agent to cause [insert name of proposed Classified Obligor] to  be
approved as a "Classified Obligor" pursuant to the terms hereof and of the RPA.

Each of the Seller and the Servicer, each for itself only, hereby (A) represents
and  warrants that, immediately prior to and immediately after giving effect  to
the  transactions  contemplated  by this letter  each  of  the  representations,
warranties,  covenants and agreements made by it under each of  the  Transaction
Documents to which it is a party are true and correct as of the date hereof  and
no  Unmatured Event of Termination or Event of Termination exists or will  exist
and  (B) agrees to provide (or to cause to be provided) to the Collateral  Agent
and   each   Funding  Agent  executed  copies  of  all  documents,   agreements,
instruments, certificates or other reports, records or receipts and to make  any
reasonable  adjustments to any reports delivered or to be  delivered  under  the
RPA,  if any, relating to the subject matter hereof and as the Collateral  Agent
or any Funding Agent may from time to time reasonably request.

Each  of  the Seller and the Servicer understands and acknowledges that if  this
request is granted: (a) each of the Collateral Agent and the Funding Agents will
grant the request contemplated by this notice on the express understanding  with
each  of  the other parties hereto that, in doing so it is not establishing  any
course  of dealing; (b) each of the Collateral Agent's, the Funding Agents'  and
the  Purchasers' rights to require strict performance with each of the terms and
conditions of the RPA and each other Transaction Document shall not in  any  way
be  impaired  or affected by the granting of this request and (c)  none  of  the
Collateral Agent, Funding Agents or Purchasers shall be obligated in any  manner
to  execute  any future amendments, waivers, letters, agreements,  documents  or
other instruments and if any such amendment, waiver, letter, agreement, document
or  other  instrument  is  requested  in the  future,  assuming  the  terms  and
conditions  thereof are otherwise satisfactory to it, each such Person  may,  in
connection with considering whether or not to agree or consent to or acknowledge
the  terms of any such amendment, waiver, letter, agreement, document  or  other
instrument,  require the Seller and/or the Servicer to prepare and  deliver  (or
cause to be prepared and delivered) such other reports, historical data or other
information  in order to determine, in its sole discretion, whether  or  not  to
agree or consent to or acknowledge the term and conditions thereof.

If  this  request is granted, the Servicer shall notify each of  the  Collateral
Agent, the Funding Agents and the Purchasers in writing prior to designating any
Classified Obligor as a "Designated Obligor" using a notice in the form attached
to  the  RPA as Annex F (the "Designated Obligor Notice").  From and  after  the
date of any Designated Obligor Notice, neither the Seller nor the Servicer shall
without  the  prior  written consent of each of the  Collateral  Agent  and  the
Funding Agents include any Receivables owed by any Designated Obligor in any  of
the calculations of the Default Ratio, Delinquency Ratio or Dilution Ratio under
the RPA.

Capitalized  terms used in this letter that are not otherwise defined  have  the
meanings ascribed to them in the RPA.

Sincerely,

U.S. STEEL RECEIVABLES LLC           UNITED STATES STEEL
                                     CORPORATION, as Servicer

By:                                  By:
    -----------------------------       ----------------------------
    (Name & Title)                      (Name & Title)


                                                                         Annex E

               FORM OF ACCEPTANCE OF ADDITIONAL CLASSIFIED OBLIGOR

[Date]


United States Steel Corporation     U.S. Steel Receivables LLC
600 Grant Street                    501 Silverside Road, Suite 53
Pittsburgh, PA 15219                Wilmington, DE 19809

Re:   Second  Amended and Restated Receivables Purchase Agreement  (as  amended,
supplemented  or otherwise modified from time to time, the "RPA")  dated  as  of
September  27,  2006 among U.S. Steel Receivables LLC as Seller (the  "Seller"),
United  States Steel Corporation (formerly United States Steel, LLC), as initial
Servicer  (the "Servicer"), the persons party thereto as CP Conduit  Purchasers,
Committed Purchasers, Funding Agents and LC Banks and The Bank of Nova Scotia as
Collateral Agent (the "Collateral Agent")
--------------------------------------------------------------------------------

Ladies and Gentlemen:

Your request dated [insert date of request] (the "Request) to cause [insert name
of  proposed  Classified  Obligor]  to be approved  as  a  "Classified  Obligor"
pursuant to the terms hereof, the Request and the RPA is granted.

Each  of the Collateral Agent and the Funding Agents grants this request on  the
express  understanding  that in doing so it is not establishing  any  course  of
dealing  with  the Seller or the Servicer.  Each of the Collateral Agent's,  the
Funding  Agents'  and the Purchasers' rights to require strict performance  with
each  of the terms and conditions of the RPA and each other Transaction Document
shall  not in any way be impaired or affected by the execution hereof except  to
the  extent  expressly set forth herein.  None of the Collateral Agent,  Funding
Agents  or  Purchasers shall be obligated in any manner to  execute  any  future
amendments, waivers, letters, agreements, documents or other instruments.

This  request  is granted with the understanding that the Servicer shall  notify
each  of  the Collateral Agent, the Funding Agents and the Purchasers in writing
prior  to designating any Classified Obligor as a "Designated Obligor"  using  a
notice  in  the  form  attached to the RPA as Annex F (the  "Designated  Obligor
Notice").  From and after the date of any Designated Obligor Notice, neither the
Seller  nor the Servicer shall without the prior written consent of each of  the
Collateral  Agent  and the Funding Agents include any Receivables  owed  by  any
Designated  Obligor in any of the calculations of the Default Ratio, Delinquency
Ratio or Dilution Ratio under the RPA.

Capitalized terms used in this letter that are not otherwise defined have the
meanings ascribed to them in the RPA.

By  their execution hereof, each of the Collateral Agent and each Funding  Agent
agrees the aforementioned Obligor is approved as a "Classified Obligor" pursuant
to the terms of hereof, the Request and the RPA.


Collateral Agent and Funding Agents:

THE BANK OF NOVA SCOTIA, as a
Funding Agent and as Collateral
Agent


By:
   ----------------------------------
Name:
     --------------------------------
Title:
      -------------------------------

PNC BANK, NATIONAL ASSOCIATION,
as a Funding Agent

By:
   ----------------------------------
Name:
     --------------------------------
Title:
      -------------------------------







                                                                         ANNEX F


                FORM OF NOTICE OF DESIGNATED OBLIGOR DESIGNATION


[Insert Date]

The Bank of Nova Scotia                     PNC Bank, National Association
One Liberty Plaza                           One PNC Plaza, 26th Floor
New York, New York 10006                    249 Fifth Avenue
Attention: Darren Ward                      Pittsburgh, PA 15222-2707
                                            Attention: William Falcon

Liberty Street Funding LLC                  Market Street Funding LLC
c/o Global Securitization Services, LLC     c/o AMACAR Group, LLC
114 West 47th Street                        6525 Morrison Boulevard, Suite 318
New York, New York 10036                    Charlotte, NC 28211
Attention: Andrew L. Stidd                  Attention: Doug Johnson


Re:  Second  Amended  and Restated Receivables Purchase Agreement  (as  amended,
     restated, supplemented or otherwise modified from time to time, the  "RPA")
     dated  as of September 27, 2006 among U. S. Steel Receivables LLC as Seller
     (the  "Seller"),  United States Steel Corporation (formerly  United  States
     Steel,  LLC),  as  initial  Servicer (the "Servicer"),  the  persons  party
     thereto  as  CP  Conduit  Purchasers, Committed Purchasers,  LC  Banks  and
     Funding  Agents  and  The  Bank of Nova Scotia  as  Collateral  Agent  (the
     "Collateral Agent")
--------------------------------------------------------------------------------

Ladies and Gentlemen:

The  Seller  hereby  designates  [Insert Name  of  Designated  Obligor],  now  a
Classified Obligor, a "Designated Obligor" pursuant to the terms of the  request
dated [Insert Date of Request], the acceptance dated [Insert Date of Acceptance]
and the RPA.

Accordingly, effective as of the date hereof, the following Classified  Obligors
now constitute Designated Obligors under the RPA:

                                          1
     [Insert Names of Designated Obligors]

Capitalized  terms used in this letter that are not otherwise defined  have  the
meanings ascribed to them in the RPA.

Sincerely,
                              By:
                                 -------------------------------------------
                                 G. P. Schmidt
                                 Treasurer





                                                                         ANNEX G


                FORM OF REQUEST TO REINSTATE AN EXCLUDED OBLIGOR


[Date]

The Bank of Nova Scotia       PNC Bank, National Association
One Liberty Plaza             One PNC Plaza, 26th Floor
New York, NY 10006            249 Fifth Avenue
Attention:  Darren Ward       Pittsburgh, PA  15222-2707
                              Attention:  William Falcon


Re:  Second  Amended  and Restated Receivables Purchase Agreement  (as  amended,
     restated, supplemented or otherwise modified from time to time, the  "RPA")
     dated  as of September 27, 2006 among U. S. Steel Receivables LLC as Seller
     (the  "Seller"), United States Steel Corporation as initial  Servicer  (the
     "Servicer"), the persons party thereto as CP Conduit Purchasers,  Committed
     Purchasers,  Funding Agents and LC Banks and The Bank  of  Nova  Scotia  as
     Collateral Agent

Ladies and Gentlemen:

This  is  a  request  that  [Insert Name of Excluded Obligor]  (the  "Reinstated
Obligor"),  solely  with respect to receivables created  on  and  after  [Insert
Date],  no  longer  be  classified  as an "Excluded  Obligor"  [and  instead  be
                                     2
classified as a "Classified Obligor"] pursuant to the terms hereof and  of  the
RPA.

Each of the Seller and the Servicer, each for itself only, hereby (A) represents
and  warrants that, immediately prior to and immediately after giving effect  to
the  transactions  contemplated  by this letter  each  of  the  representations,
warranties,  covenants and agreements made by it under each of  the  Transaction
Documents to which it is a party are true and correct as of the date hereof  and
no  Unmatured Event of Termination or Event of Termination exists or will  exist
and  (B) agrees to provide (or to cause to be provided) to the Collateral  Agent
and  each  Funding  Agent  and  Purchaser, executed  copies  of  all  documents,
agreements,  instruments, certificates, UCC financing statements or terminations
or other reports, records, or receipts and to make any reasonable adjustments to
any  reports delivered or to be delivered under the RPA, if any, relating to the
subject  matter  hereof and as the Collateral Agent, any Funding  Agent  or  any
Purchaser may from time to time reasonably request.

Each  of  the Seller and the Servicer understands and acknowledges that each  of
the  Collateral  Agent and each Funding Agent is entering into the  transactions
contemplated by this letter on the express understanding with each of the  other
parties  hereto  that, in entering into this letter, it is not establishing  any
course  of  dealing with any such Person.  Each of the Collateral  Agent's,  the
Funding  Agents'  and the Purchasers' rights to require strict performance  with
each  of the terms and conditions of the RPA and each other Transaction Document
shall not in any way be impaired or affected by the execution hereof, except  to
the  extent  expressly  set  forth herein.  None of the  Collateral  Agent,  any
Funding  Agent or any Purchaser shall be obligated in any manner to execute  any
future  amendments, waivers, letters, agreements, documents or other instruments
and  if  any  such  amendment,  waiver, letter,  agreement,  document  or  other
instrument is requested in the future, assuming the terms and conditions thereof
are  otherwise  satisfactory to it, each such Person  may,  in  connection  with
considering  whether or not to agree or consent to or acknowledge the  terms  of
any  such  amendment, waiver, letter, agreement, document or  other  instrument,
require  the Seller and/or the Servicer to prepare and deliver (or cause  to  be
prepared and delivered) such other agreements, reports, historical data or other
information or documents in order to determine, in its sole discretion,  whether
or not to agree or consent to or acknowledge the terms and conditions thereof.

We  ask  that the Collateral Agent and each Funding Agent grant this request  by
executing this letter in the space provided and returning a copy to the Servicer
and  each  of  the other parties hereto.  The parties each agree that  from  and
after the date hereof the Reinstated Obligor shall no longer be classified as an
Excluded  Obligor [and instead shall be classified as a Classified  Obligor,  in
           3
each  case]  solely with respect to receivables created on  and  after  [Insert
Date] and the RPA is hereby modified to reflect such modification.

[The Servicer shall notify each of the Collateral Agent, the Funding Agents  and
the  Purchasers in writing prior to designating the Reinstated Obligor  (in  its
capacity as a Classified Obligor) as a Designated Obligor using a notice in  the
form attached to the RPA as Annex F (the "Designated Obligor Notice").  From and
after  the  date  of any Designated Obligor Notice, neither the Seller  nor  the
Servicer shall without the prior written consent of each of the Collateral Agent
and the Funding Agents include any Receivables owed by the Reinstated Obligor in
any  of  the  calculations of the Default Ratio, Delinquency Ratio  or  Dilution
                     4
Ratio under the RPA.]

Capitalized  terms used in this letter that are not otherwise defined  have  the
meanings ascribed to them in the RPA.

Sincerely,

U. S. STEEL RECEIVABLES LLC        UNITED STATES STEEL
                                   CORPORATION, as Servicer

By:                                By:
   -------------------------          -----------------------------
      G. P. Schmidt                      L. T. Brockway
      Treasurer                          Vice President & Treasurer




By  their execution hereof, each of the Collateral Agent and each Funding  Agent
agrees  the aforementioned Reinstated Obligor is no longer an "Excluded Obligor"
                                       5
[and instead is a "Classified Obligor"] pursuant to the terms hereof and of the
RPA and solely with respect to receivables created on and after [Insert Date].

Collateral Agent:
THE BANK OF NOVA SCOTIA, as
Collateral Agent


By:
   -----------------------------
Name:
     ---------------------------
Title:
      --------------------------

Funding Agents:
THE BANK OF NOVA SCOTIA, as a        PNC BANK NATIONAL ASSOCIATION,
Funding Agent                        as a Funding Agent


By:                                  By:
   ------------------------------       ------------------------------
Name:                                Name:
     ----------------------------         ----------------------------
Title:                               Title:
      ---------------------------          ---------------------------

LIBERTY STREET FUNDING LLC, as       MARKET STREET FUNDING LLC, as a
a CP Conduit Purchaser               CP Conduit Purchaser


By:                                  By:
   ------------------------------       ------------------------------
Name:                                Name:
     ----------------------------         ----------------------------
Title:                               Title:
      ---------------------------          ---------------------------









----------------------------------------
1 List new Designated Obligor together with existing Designated Obligors
2 Delete bracketed text if Collateral Agent and Funding Agents are not
  consenting to Classified Obligor designation.
3 Delete bracketed text if Collateral Agent and Funding Agents are not
  consenting to Classified Obligor designation.
4 Delete bracketed text if Collateral Agent and Funding Agents are not
  consenting to Classified Obligor designation.
5 Delete bracketed text if Collateral Agent and Funding Agents are not
  consenting to Classified Obligor designation.