Exhibit
4.2


UNITED STATES STEEL
CORPORATION,

Issuer


and


THE BANK OF NEW YORK,
 Trustee


FIRST SUPPLEMENTAL
INDENTURE


DATED AS OF MAY 21, 2007


TO INDENTURE


DATED AS OF MAY 21, 2007


Relating To


$300,000,000
5.65% Senior Notes due June 1, 2013


$450,000,000
6.05% Senior Notes due June 1, 2017


$350,000,000
6.65% Senior Notes due June 1, 2037


 
















FIRST SUPPLEMENTAL
INDENTURE


FIRST SUPPLEMENTAL INDENTURE,
dated as of May 21, 2007 (the “Supplemental Indenture”), to the
Indenture (defined below) among United States Steel Corporation (the “Company”),
a Delaware corporation, and The Bank of New York, a New York banking
corporation, as Trustee (the “Trustee”).


RECITALS


WHEREAS, the Company has
heretofore executed and delivered to the Trustee an Indenture, dated as of May
21, 2007 (the “Base Indenture”), providing for the issuance from time to
time of its notes and other evidences of senior debt securities, to be issued
in one or more series as therein provided (“Securities”);


WHEREAS, pursuant
to the terms of the Base Indenture, the Company desires to provide for the
establishment of new series of its Securities to be known as its 5.65% Senior
Notes due 2013 (the “2013 Notes”), 6.05% Senior Notes due 2017 (the “2017
Notes”) and 6.65% Senior Notes due 2037 (the “2037 Notes” and,
together with the 2013 Notes and the 2017 Notes, the “Notes”), the form
and substance of such Notes and the terms, provisions and conditions thereof to
be set forth as provided in the Base Indenture and this Supplemental Indenture
(together, the “Indenture”); and


WHEREAS, the
Company has requested that the Trustee execute and deliver this Supplemental
Indenture, and all requirements necessary to make this Supplemental Indenture a
valid instrument in accordance with its terms, and to make the Notes, when
executed by the Company and authenticated and delivered by the Trustee, the
valid obligations of the Company, and all acts and things necessary have been
done and performed to make this Supplemental Indenture enforceable in
accordance with its terms, and the execution and delivery of this Supplemental
Indenture has been duly authorized in all respects.


WITNESSETH:


NOW, THEREFORE, for and in
consideration of the premises contained herein, each party agrees for the
benefit of each other party and for the equal and ratable benefit of the
Holders of the Notes, as follows:


ARTICLE ONE


DEFINITIONS


Section
1.01.          Capitalized
terms used but not defined in this Supplemental Indenture shall have the
meanings ascribed to them in the Base Indenture.


Section
1.02.          References
in this Supplemental Indenture to article and section numbers shall be deemed to
be references to article and section numbers of this Supplemental Indenture
unless otherwise specified.













 


Section
1.03.          For
purposes of this Supplemental Indenture, the following terms have the meanings
ascribed to them as follows:


“Attributable Debt” means, with respect to any
sale and leaseback transaction, at the time of determination, the lesser of (1)
the sale price of the property so leased multiplied by a fraction the numerator
of which is the remaining portion of the base term of the lease included in
such transaction and the denominator of which is the base term of such lease,
and (2) the total obligation (discounted to the present value at the implicit
interest factor, determined in accordance with GAAP, included in the rental
payments) of the lessee for rental payments (other than amounts required to be
paid on account of property taxes as well as maintenance, repairs, insurance,
water rates and other items which do not constitute payments for property
rights) during the remaining portion of the base term of the lease included in
such transaction.


“Base Indenture” has the meaning provided in
the recitals.


“Change of Control” has the meaning provided in
Section 4.03.


“Change of Control Repurchase Event” has the
meaning provided in Section 4.03.


“Comparable Treasury Issue” has the meaning
provided in Section 4.02.


“Comparable Treasury Price” has the meaning
provided in Section 4.02.


“Consolidated Net Tangible Assets” means, as of
the time of determination, the aggregate amount of the assets of the Company
and the assets of its consolidated Subsidiaries after deducting (1) all
goodwill, trade names, trademarks, service marks, patents, unamortized debt
discount and expense and other intangible assets and (2) all current
liabilities, as reflected on the most recent consolidated balance sheet
prepared by the Company in accordance with GAAP contained in an annual report
on Form 10-K or a quarterly report on Form 10-Q timely filed or any amendment
thereto (and not subsequently disclaimed as not being reliable by the Company)
pursuant to the Exchange Act by the Company prior to the time as of which “Consolidated
Net Tangible Assets” is being determined.


“Currency Agreement” means, in respect of a
Person, any foreign exchange contract, currency swap agreement or other similar
agreement designed to protect such Person against fluctuations in currency
values.


“Depositary” has the meaning provided in
Section 2.03.


“GAAP” means generally accepted accounting
principles set forth in the opinions and pronouncements of the Accounting
Principles Board of the American Standards Board or in such other statements by
such other entity as have been approved by a significant segment of the
accounting profession.


“Guarantee” means
any obligation, contingent or otherwise, of any Person directly or indirectly
guaranteeing any Indebtedness of any other Person and any obligation, direct or
indirect, contingent or otherwise, of such Person (1) to purchase or pay (or
advance or supply 



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funds for the purchase or payment of) such Indebtedness
of such other Person (whether arising by virtue of partnership arrangements, or
by agreement to keep well, to purchase assets, goods, securities or services,
to take or pay or to maintain financial statement conditions or otherwise) or
(2) entered into for purposes of assuring in any other manner the obligee of
such Indebtedness of the payment thereof or to protect such obligee against
loss in respect thereof (in whole or in part); provided, however, that the term
“Guarantee” shall not include endorsements for collection or deposit in the
ordinary course of business. The term “Guarantee,” when used as a verb, has a
correlative meaning.


“Hedging Obligation”
means the obligations of any Person pursuant to any Interest Rate Agreement or
Currency Agreement.


“Holder” means the
Person in whose name a Note of any series is registered on the security
register books.


“Incur” means
issue, assume, Guarantee or otherwise become liable for Indebtedness.


“Indebtedness”
means, with respect to any Person, obligations of such Person for borrowed
money (including without limitation, Indebtedness for borrowed money evidenced
by notes, bonds, debentures or similar instruments).


“Independent
Investment Banker” has the meaning provided in Section 4.02.


“Indenture” has the meaning provided in the
recitals.


“Interest Payment Date”
has the meaning provided in Section 2.04.


“Interest Rate
Agreement” means, in respect of a Person, any interest rate swap agreement,
interest rate cap agreement or other financial agreement or arrangement
designed to protect such Person against fluctuations in interest rates.


“Investment Grade”
has the meaning provided in Section 4.03.


“Liens” has the meaning provided in Section
3.01.


“Lone Star” has the meaning provided in Section
4.01.


“Merger Agreement” has the meaning provided in
Section 4.01.


“Moody’s” has the meaning provided in Section
4.03.


“Notes” has the meaning provided in the
recitals.


“Person” means any
individual, corporation, partnership, limited liability company, joint venture,
association, joint-stock company, trust, unincorporated organization or
government or political subdivision thereof.



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“Primary Treasury
Dealer” has the meaning provided in Section 4.02.


“Principal Property”
means any domestic blast furnace or steel producing facility, or casters that
are part of a plant that includes such a facility, in each case located in the
United States, having a net book value in excess of 1% of Consolidated Net
Tangible Assets at the time of determination.


“Rating Agency”
has the meaning provided in Section 4.03.


“Rating Category”
has the meaning provided in Section 4.03.


“Rating Date” has
the meaning provided in Section 4.03.


“Ratings Event”
has the meaning provided in Section 4.03.


“Reference Treasury
Dealer” has the meaning provided in Section 4.02.


“Reference Treasury
Dealer Quotations” has the meaning provided in Section 4.02.


“Refinance” means,
in respect of any Indebtedness, to refinance, extend, renew, refund, repay,
prepay, redeem, defease or retire, or to issue other Indebtedness in exchange
or replacement for, such Indebtedness. “Refinanced” and “Refinancing” shall
have correlative meanings.


“S&P” has the meaning provided in Section
4.03.


“Securities” has the meaning provided in the
recitals.


“Special Mandatory
Redemption Date” has the meaning provided in Section 4.01.


“Special Mandatory
Redemption Price” has the meaning provided in Section 4.01.


“Subsidiary”
means, with respect to any Person (the “parent”) at any date, any corporation,
limited liability company, partnership, association or other entity owning a
majority of the shares of securities or other interests having ordinary voting
power for the election of directors or another governing body (other than
securities or interests having such power only by reason of the happening of a
contingency) are at the time beneficially owned directly or indirectly through
one or more intermediaries, or both by the parent.


“Supplemental Indenture” has the meaning
provided in the preamble.


“2013 Notes” has the meaning provided in the
recitals.


“2017 Notes” has the meaning provided in the
recitals.


“2037 Notes” has the meaning provided in the
recitals.



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“Treasury Yield” has the meaning provided in
Section 4.02.


“Voting Stock” has the meaning provided in
Section 4.03.


ARTICLE TWO


GENERAL TERMS AND CONDITIONS OF
THE NOTES


Section
2.01.                             Designation
and Principal Amount.


The 2013 Notes are hereby authorized and are
designated the 5.65% Senior
Notes due 2013, unlimited in aggregate principal amount.  The 2013 Notes issued on the date hereof
pursuant to the terms of this Indenture shall be in an aggregate principal
amount of $300,000,000, which amount shall be set forth in the written order of
the Company for the authentication and delivery of the 2013 Notes pursuant to
Section 3.03 of the Base Indenture.  In
addition, the Company may issue, from time to time in accordance with the
provisions of this Indenture, additional 2013 Notes having the same terms and
conditions as the 2013 Notes issued on the date hereof in all respects (except
for the payment of interest accruing prior to the issue date of such additional
2013 Notes), so that such additional 2013 Notes shall be consolidated and form
a single series with the 2013 Notes issued on the date hereof and shall be
governed by the terms of this Indenture.


The 2017 Notes are hereby authorized and are
designated the 6.05% Senior
Notes due 2017, unlimited in aggregate principal amount.  The 2017 Notes issued on the date hereof
pursuant to the terms of this Indenture shall be in an aggregate principal
amount of $450,000,000, which amount shall be set forth in the written order of
the Company for the authentication and delivery of the 2017 Notes pursuant to
Section 3.03 of the Base Indenture.  In
addition, the Company may issue, from time to time in accordance with the
provisions of this Indenture, additional 2017 Notes having the same terms and
conditions as the 2017 Notes issued on the date hereof in all respects (except
for the payment of interest accruing prior to the issue date of such additional
2017 Notes), so that such additional 2017 Notes shall be consolidated and form
a single series with the 2017 Notes issued on the date hereof and shall be
governed by the terms of this Indenture.


The 2037 Notes are hereby authorized and are
designated the 6.65% Senior
Notes due 2037, unlimited in aggregate principal amount.  The 2037 Notes issued on the date hereof
pursuant to the terms of this Indenture shall be in an aggregate principal
amount of $350,000,000, which amount shall be set forth in the written order of
the Company for the authentication and delivery of the Notes pursuant to
Section 3.03 of the Base Indenture.  In
addition, the Company may issue, from time to time in accordance with the
provisions of this Indenture, additional 2037 Notes having the same terms and
conditions as the 2037 Notes issued on the date hereof in all respects (except
for the payment of interest accruing prior to the issue date of such additional
2037 Notes), so that such additional 2037 Notes shall be consolidated and form
a single series with the 2037 Notes issued on the date hereof and shall be
governed by the terms of this Indenture.



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Section 2.02.          Maturity.


The principal amount of the 2013 Notes shall be
payable on June 1, 2013.


The principal amount of the 2017 Notes shall be payable
on June 1, 2017.


The principal amount of the 2037 Notes shall be
payable on June 1, 2037.


Section
2.03.                             Form
and Payment.


Each series of the Notes shall be issued as global
notes, in fully registered book-entry form without coupons in denominations of $1,000
and integral multiples thereof.


Principal, premium, if any, and/or interest, if any,
on the global notes representing each series of the Notes shall be made to The
Depository Trust Company (the “Depositary”).


The global notes representing each series of the Notes
shall be deposited with, or on behalf of, the Depositary and shall be
registered in the name of the Depositary or a nominee of the Depositary.  No global note may be transferred except as a
whole by a nominee of the Depositary to the Depositary or to another nominee of
the Depositary, or by the Depositary or such nominee to a successor of the
Depositary or a nominee of such successor.


The Company shall act as Paying Agent for the
Notes.  The Company may choose to pay
interest by mailing checks or making wire transfers. All money paid by the
Company to any Paying Agent that remains unclaimed at the end of two years
after the amount is due to Holders shall be repaid to the Company. After such
two-year period, Holders may look only to the Company for payment and not to
the Trustee, any other Paying Agent or anyone else.  The Company may also arrange for additional
payment offices, and may cancel or change these offices, including any use of
the Trustee’s corporate trust office. The Company must notify Holders of
changes in identities of the Paying Agents for the Notes.


Section
2.04.                             Interest.


Interest on the Notes shall accrue at the rate of
5.65% per annum, in the case of the 2013 Notes, 6.05% per annum, in the case of
the 2017 Notes and 6.65% per annum, in the case of the 2037 Notes.  Interest on the Notes shall accrue from May
21, 2007 or the most recent interest payment date on which interest was
paid.  Interest on the Notes shall be
payable semiannually in arrears on June 1 and December 1, commencing on
December 1, 2007 (each an “Interest Payment Date”), to the Holders in
whose names the Notes are registered at the close of business on the May 15 and
November 15 immediately preceding such Interest Payment Date.  Interest on the Notes shall be computed on
the basis of a 360-day year comprised of twelve 30-day months.


ARTICLE THREE


ADDITIONAL COVENANTS


Section 3.01.                             Limitation on Liens.



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The Company shall not Incur, and shall not permit any
of its Subsidiaries to Incur, any Indebtedness for borrowed money secured by a
mortgage, security interest, pledge, lien, charge or other similar encumbrance
(collectively, “Liens”) upon (a) any Principal Property of the Company
or any Principal Property of a Subsidiary or (b) any shares of stock or other
equity interests or Indebtedness of any Subsidiary that owns a Principal
Property (whether such Principal Property, shares of stock or other equity
interests or Indebtedness is now existing or owned or hereafter created or
acquired), in each case, unless prior to or at the same time, the Notes
(together with, at the option of the Company, any other Indebtedness of the
Company or any Subsidiary ranking equally in right of payment with the Notes)
are equally and ratably secured with or, at the option of the Company, prior
to, such Indebtedness.


 


Any Lien created for the benefit of Holders pursuant
to the preceding sentence shall provide by its terms that such Lien shall be
automatically and unconditionally released and discharged upon the release and
discharge of such Lien.


The foregoing restriction does not apply, with respect
to any Person, to any of the following:


(i)                                     leases
to which such Person is a party, or deposits to secure public or statutory
obligations of such Person or deposits of cash or United States government
bonds to secure surety or appeal bonds to which such Person is a party, or
deposits as security for contested taxes or import duties or for the payment of
rent, in each case Incurred in the ordinary course of business;


(ii)                                  Liens
imposed by law, such as carriers’, warehousemen’s and mechanics’ liens, in each
case for sums not yet overdue by more than 30 days or being contested in good
faith by appropriate proceedings or other Liens arising out of judgments or
awards against such Person with respect to which such Person shall then be
proceeding with an appeal or other proceedings for review and Liens arising
solely by virtue of any statutory or common law provision relating to banker’s
Liens, rights of set-off or similar rights and remedies as to deposit accounts
or other funds maintained with a creditor depository institution; provided, however, that (A) such deposit account is not a
dedicated cash collateral account and is not subject to restrictions against
access by the Company in excess of those set forth by regulations promulgated
by the Federal Reserve Board and (B) such deposit account is not intended by
the Company to provide collateral to The Depository Trust Company, or DTC;


(iii)                               Liens
for property taxes not yet subject to penalties for non-payment or which are
being contested in good faith by appropriate proceedings;


(iv)                              minor
survey exceptions, minor encumbrances, easements or reservations of, or rights
of others for, licenses, rights-of-way, sewers, electric lines, telegraph and
telephone lines and other similar purposes, or zoning or other restrictions as
to the use of real property or Liens incidental to the conduct of the business
of such Person or to the ownership of its properties which were not Incurred in
connection with Indebtedness and which do not in the aggregate materially
adversely affect 



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                                                the
value of said properties or materially impair their use in the operation of the
business of such Person;


(v)                                 Liens
securing Indebtedness Incurred to finance the construction, purchase or lease
of, or repairs, improvements or additions to, property, plant or equipment of
such Person; provided, however, that the Lien
may not extend to any other property owned by such Person at the time the Lien
is Incurred (other than assets and property affixed or appurtenant thereto),
and the Indebtedness (other than any interest thereon) secured by the Lien may
not be Incurred more than 180 days after the later of the acquisition,
completion of construction, repair, improvement, addition or commencement of
full operation of the property subject to the Lien;


(vi)                              Liens
existing on the issue date of the Notes;


(vii)                           Liens
on property or shares of capital stock of another Person at the time such other
Person becomes a Subsidiary of such Person; provided, however,
that the Liens may not extend to any other property owned by such Person (other
than assets and property affixed or appurtenant thereto);


(viii)                        Liens
securing industrial revenue or pollution control bonds issued for the benefit
of the Company;


(ix)                                Liens
on property at the time such Person or any of its Subsidiaries acquires the
property, including any acquisition by means of a merger or consolidation with
or into such Person or a Subsidiary of such Person; provided,
however, that the Liens may not extend to any other property owned
by such Person (other than assets and property affixed or appurtenant thereto);


(x)                                 Liens
securing Indebtedness or other obligations of a Subsidiary of such Person owing
to such Person or a wholly-owned Subsidiary of such Person;


(xi)                                Liens
to secure any Refinancing (or successive Refinancings) as a whole, or in part,
of any Indebtedness secured by any Lien referred to in the foregoing clauses
(v), (vi), (vii), (viii) or (ix); provided, however,
that: (a) such new Lien shall be limited to all or part of the same property
and assets that secured or, under the written agreements pursuant to which the
original Lien arose, could secure the original Lien (plus improvements and
accessions to, such property or proceeds or distributions thereof); and (b) the
Indebtedness secured by such Lien at such time is not increased to any amount
greater than the sum of (x) the outstanding principal amount or, if greater,
committed amount of the Indebtedness under clauses (v), (vi), (vii), (viii) or
(ix) at the time the original Lien became a Lien permitted under the Indenture
and (y) an amount necessary to pay any fees and expenses, including premiums,
related to such Refinancing, refunding, extension, renewal or replacement; and


(xii)                           Liens on
assets subject to a sale and leaseback transaction securing Attributable Debt
permitted to be Incurred pursuant to Section 3.02.



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Notwithstanding the foregoing restrictions, the
Company and its Subsidiaries shall be permitted to Incur Indebtedness secured
by a Lien which would otherwise be subject to the foregoing restrictions
without equally and ratably securing the Notes, if any, provided
that, after giving effect to such Indebtedness, the aggregate amount
of all Indebtedness secured by Liens (not including Liens permitted under
clauses (i) through (xii) above), together with all Attributable Debt
outstanding pursuant to the second paragraph of Section 3.02, does not exceed
15% of the Consolidated Net Tangible Assets of the Company calculated as of the
date of the creation or incurrence of the Lien. The Company and its
Subsidiaries also may, without equally and ratably securing the Notes, create
or Incur Liens that extend, renew, substitute or replace (including successive
extensions, renewals, substitutions or replacements), in whole or in part, any
Lien permitted pursuant to the preceding sentence.


Section
3.02.                             Limitation
on Sale and Leaseback Transactions.


The Company shall not directly or indirectly, and
shall not permit any of its Subsidiaries that own a Principal Property directly
or indirectly to, enter into any sale and leaseback transaction for the sale
and leasing back of any Principal Property, whether now owned or hereafter
acquired, unless:


(i)                                     such
transaction was entered into prior to the date of issuance of the Notes (other
than any additional Notes);


(ii)                                such
transaction was for the sale and leasing back to the Company or one of its
Subsidiaries of any property by the Company or one of its Subsidiaries;


(iii)                             such
transaction involves a lease for not more than three years (or which may be
terminated by the Company or its Subsidiaries within a period of not more than
three years),


(iv)                              the
Company would be entitled to Incur Indebtedness secured by a Lien with respect
to such sale and leaseback transaction without equally and ratably securing the
Notes pursuant to the last paragraph of Section 3.01; or


(vi)                              the
Company applies an amount equal to the net proceeds from the sale of such
property to the purchase of other property or assets used or useful in its
business or to the retirement of long-term Indebtedness within 365 days before
or after the effective date of any such sale and leaseback transaction; provided that, in lieu of applying such amount to the
retirement of long-term Indebtedness, the Company may deliver Notes of both
series to the Trustee for cancellation, such Notes to be credited at the cost
thereof to it.


Notwithstanding the restrictions set forth in the
preceding paragraph, the Company and its Subsidiaries may enter into any sale
and leaseback transaction which would otherwise be subject to the foregoing
restrictions, if after giving effect thereto the aggregate amount of all
Attributable Debt with respect to such transactions, together with all
Indebtedness outstanding pursuant to the last paragraph of Section 3.01, does
not exceed 15% of the Consolidated Net 



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Tangible Assets of the
Company calculated as of the closing date of the sale and leaseback
transaction.


ARTICLE FOUR


REDEMPTION OF THE NOTES


Section
4.01.                             Special
Mandatory Redemption of 2013 Notes and 2017 Notes.


If, for any reason, (i) the proposed acquisition of
Lone Star is not completed on or prior to October 1, 2007 or (ii) the Merger
Agreement is terminated on or prior to October 1, 2007, the Company shall
redeem all of the 2013 Notes and 2017 Notes on the Special Mandatory Redemption
Date at the Special Mandatory Redemption Price. Notice of a special mandatory
redemption shall be mailed promptly after the occurrence of the event
triggering redemption to each Holder of 2013 Notes and 2017 Notes at its
registered address. If funds sufficient to pay the Special Mandatory Redemption
Price (including any accrued and unpaid interest) of all of the 2013 Notes and
2017 Notes to be redeemed on the Special Mandatory Redemption Date are
deposited with the Paying Agent on or before such Special Mandatory Redemption
Date, and certain other conditions are satisfied, on and after such Special
Mandatory Redemption Date the 2013 Notes and 2017 Notes shall cease to bear
interest.


For purposes of this Section 4.01, the following
definitions are applicable:


“Lone Star” means Lone Star Technologies, Inc.,
a Delaware corporation.


“Merger Agreement” means that certain Agreement
and Plan of Merger by and among Lone Star, WP Acquisition Holding Corp. and the
Company, dated as of March 28, 2007.


“Special Mandatory Redemption Date” means the
earlier to occur of (a) October 15, 2007 if the proposed acquisition has not
been completed on or prior to October 1, 2007, or (b) the 30th day (or if such
day is not a business day, the first business day thereafter) following the
termination of the Merger Agreement for any reason.


“Special Mandatory Redemption Price” means 101%
of the aggregate principal amount of the 2013 Notes and 2017 Notes together
with accrued and unpaid interest from the date of initial issuance to but
excluding the Special Mandatory Redemption Date.


Section 4.02                                Optional
Redemption.


The Company may redeem the Notes, at its option, at
any time in whole, or from time to time in part, at a price equal to the
greater of:


(i)                                     100%
of the principal amount of the Notes to be redeemed; or


(ii)                                  the
sum of the present values of the remaining scheduled payments of principal and
interest on the Notes to be redeemed, exclusive of interest accrued to the date
of redemption, discounted to the date of redemption on a semiannual basis
(assuming a 360-day year consisting of twelve 30-day months) at the applicable 



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Treasury Yield plus 15
basis points for the 2013 Notes, 25 basis points for the 2017 Notes and 30
basis points for the 2037 Notes, plus accrued interest to the date of
redemption.


The Notes called for redemption become due on the date
fixed for redemption. Notices of redemption shall be mailed by first-class mail
at least 30 but not more than 60 days before the redemption date to each Holder
of Notes to be redeemed at its registered address. The notice of redemption for
the Notes shall state the amount to be redeemed. On and after the redemption
date, interest shall cease to accrue on any Notes that are redeemed. If less
than all the Notes of either series are redeemed at any time, the Trustee shall
select Notes on a pro rata basis or by any other method the Trustee deems fair
and appropriate.


For purposes of determining the optional redemption
price, the following definitions are applicable:


“Comparable Treasury Issue” means the United
States Treasury security selected by an Independent Investment Banker as having
a maturity comparable to the remaining term of each series of the Notes that
would be utilized, at the time of selection and in accordance with customary
financial practice, in pricing new issues of corporate debt securities of
comparable maturity to the remaining terms of each series of the Notes.


“Comparable Treasury Price” means, with respect
to any redemption date, the average of the Reference Treasury Dealer Quotations
obtained by the Company for that redemption date, after excluding the highest
and lowest of such Reference Treasury Dealer Quotations, or, if the Company is
unable to obtain at least four such Reference Treasury Dealer Quotations, the
average of all Reference Treasury Dealer Quotations obtained by the Company.


“Independent Investment Banker” means either
J.P. Morgan Securities Inc. or Morgan Stanley & Co. Incorporated, as
selected the Company or, if both such firms are unwilling or unable to select
the applicable Comparable Treasury Issue, an independent investment banking
institution of national standing appointed by the Company.


“Reference Treasury Dealer” means J.P. Morgan
Securities Inc., Morgan Stanley & Co. Incorporated and their respective
successors and at least two other primary U.S. government securities dealers in
New York City (each, a “Primary Treasury Dealer”) selected by the
Independent Investment Banker; provided, however,
that if any of the foregoing shall cease to be a Primary Treasury Dealer, the
Company shall substitute therefor another Primary Treasury Dealer.


“Reference Treasury Dealer Quotations” means,
with respect to each Reference Treasury Dealer and any redemption date for the
Notes, an average, as determined by the Company, of the bid and asked prices
for the Comparable Treasury Issue for the Notes, expressed in each case as a
percentage of its principal amount, quoted in writing to the Trustee by the
Reference Treasury Dealer at 3:30 p.m., New York City time, on the third
business day preceding the redemption date.



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“Treasury Yield” means, with respect to any
redemption date applicable to the Notes, the rate per annum equal to the
semiannual equivalent yield to maturity, computed as of the third business day
immediately preceding the redemption date, of the Comparable Treasury Issue,
assuming a price for the Comparable Treasury Issue, expressed as a percentage
of its principal amount, equal to the applicable Comparable Treasury Price for
the redemption date.


Section
4.03.                             Purchase
of Notes Upon a Change of Control Repurchase Event.


If a Change of Control Repurchase Event occurs, unless
the Company has exercised its right to redeem the Notes pursuant to the
Indenture, the Company shall be required to make an offer to each Holder of the
Notes to repurchase all or any part (in excess of $1,000 and in integral
multiples of $1,000) of that Holder’s Notes at a repurchase price in cash equal
to 101% of the aggregate principal amount of the Notes repurchased plus any
accrued and unpaid interest on the Notes repurchased to, but not including, the
date of repurchase. Within 30 days following any Change of Control Repurchase
Event or, at the option of the Company, prior to any Change of Control, but
after the public announcement of the Change of Control, the Company shall mail
a notice to each Holder, with a copy to the Trustee, describing the transaction
or transactions that constitute or may constitute the Change of Control
Repurchase Event and offering to repurchase the Notes on the payment date
specified in the notice, which date shall be no earlier than 30 days and no
later than 60 days from the date such notice is mailed. The notice shall, if
mailed prior to the date of consummation of the Change of Control, state that
the offer to purchase is conditioned on a Change of Control Repurchase Event
occurring on or prior to the payment date specified in the notice. The Company
shall comply with the requirements of Rule 14e-1 under the Exchange Act, and
any other securities laws and regulations thereunder to the extent those laws
and regulations are applicable in connection with the repurchase of the Notes
as a result of a Change of Control Repurchase Event. To the extent that the
provisions of any securities laws or regulations conflict with the Change of
Control Repurchase Event provisions of the Notes, the Company shall comply with
the applicable securities laws and regulations and shall not be deemed to have
breached its obligations under the Change of Control Repurchase Event
provisions of the Notes by virtue of such conflict.


On the repurchase date following a Change of Control
Repurchase Event, the Company shall, to the extent lawful:


(i)                                     accept
for payment all the Notes or portions of the Notes properly tendered pursuant
to its offer;


(ii)                                deposit
with the Paying Agent an amount equal to the aggregate purchase price in
respect of all the Notes or portions of the Notes properly tendered; and


(iii)                             deliver
or cause to be delivered to the Trustee the Notes properly accepted, together
with an officers’ certificate stating the aggregate principal amount of Notes
being purchased by the Company.


The Paying Agent shall promptly mail to each Holder of
Notes properly tendered, the purchase price for the Notes, and the Trustee
shall promptly authenticate and mail (or cause to be 



 12
 









 


transferred by
book-entry) to each Holder a new Note equal in principal amount to any
unpurchased portion of any Notes surrendered.


The Company shall not be required to make an offer to
repurchase the Notes upon a Change of Control Repurchase Event if a third party
makes such an offer in the manner, at the times and otherwise in compliance
with the requirements for an offer made by the Company and such third party
purchases all Notes properly tendered and not withdrawn under its offer.


For purposes of this Section 4.03, the following
definitions are applicable:


“Change of Control” shall occur if: (1) 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 purposes of this clause (1) 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 50% of the
total voting power of the Voting Stock of the Company; (2) individuals who on
the issue date of the Notes constituted the Board of Directors (together with
any new directors whose election by such Board of Directors or whose nomination
for election by the shareholders of the Company was approved by a vote of
662⁄3% of the directors of the Company then still in office who were either
directors on the issue date of the Notes or whose election or nomination for election
was previously so approved) cease for any reason to constitute a majority of
the Board of Directors then in office; (3) the adoption of a plan relating to
the liquidation or dissolution of the Company; or (4) the merger or
consolidation of the Company with or into another person or the merger of
another person with or into the Company, or the sale of all or substantially
all the assets of the Company (determined on a consolidated basis) to another
person, other than a merger or consolidation transaction in which Holders of
securities that represented 100% of the Voting Stock of the Company 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 voting power of the Voting Stock of the
surviving person in such merger or consolidation transaction immediately after
such transaction and in substantially the same proportion as before the
transaction.


“Change of Control Repurchase Event” means the
occurrence of both a Change of Control and a Ratings Event.


“Investment Grade” means a rating of Baa3 or
better by Moody’s (or its equivalent under any successor Rating Categories of
Moody’s), a rating of BBB- or better by S&P (or its equivalent under any
successor Rating Categories of S&P) and the equivalent Investment Grade
credit rating from any additional Rating Agency or Rating Agencies selected by
the Company.


“Moody’s” means Moody’s Investors Service Inc.


“Rating Agency” means (1) each of Moody’s and
S&P and (2) if either of Moody’s or S&P ceases to rate the Notes or
fails to make a rating of the Notes publicly available for reasons outside of
the control of the Company, a “nationally recognized statistical rating
organization” within the meaning of Rule 15c3-l(e)(2)(vi)(F) under the Exchange
Act, selected by the 



 13
 









 


Company (as certified by
a resolution of the board of directors of the Company) as a replacement agency
for Moody’s or S&P, or both, as the case may be.


“Rating Category” means (i) with respect to
S&P, any of the following categories: BBB, BB, B, CCC, CC, C and D (or
equivalent successor categories); (ii) with respect to Moody’s, any of the
following categories: Baa, Ba, B, Caa, Ca, C and D (or equivalent successor
categories); and (iii) the equivalent of any such category of S&P or Moody’s
used by another Rating Agency. In determining whether the rating of the Notes
has decreased by one or more gradations, gradations within Rating Categories (+
and - for S&P; 1, 2 and 3 for Moody’s; or the equivalent gradations for
another Rating Agency) shall be taken into account (e.g., with respect to
S&P, a decline in a rating from BB+ to BB, as well as from BB- to B+, shall
constitute a decrease of one gradation).


“Rating Date” means the date that is 60 days
prior to the earlier of (i) a Change of Control or (ii) public notice of the
occurrence of a Change of Control or of the intention by the Company to effect
a Change of Control.


“Ratings Event” means the occurrence of the
events described in (a) or (b) of this definition on, or within 60 days after
the earlier of, (i) the occurrence of a Change of Control or (ii) public notice
of the occurrence of a Change of Control or the intention by the Company to
effect a Change of Control (which period shall be extended so long as the
rating of the Notes is under publicly announced consideration for a possible
downgrade by any of the Rating Agencies): (a) if the Notes are rated by both
Rating Agencies on the Rating Date as Investment Grade, the rating of the Notes
shall be reduced so that the Notes are rated below Investment Grade by both
Rating Agencies, or (b) if the Notes are rated below Investment Grade by at
least one Rating Agency, the ratings of the Notes by both Rating Agencies shall
be decreased by one or more gradations (including gradations within Rating
Categories, as well as between Rating Categories) and the Notes are then rated
below Investment Grade by both Rating Agencies. 
Notwithstanding the foregoing, a Ratings Event otherwise arising by
virtue of a particular reduction in rating shall not be deemed to have occurred
in respect of a particular Change of Control (and thus shall not be deemed a
Ratings Event for purposes of the definition of Change of Control Repurchase
Event hereunder) if the Rating Agencies making the reduction in rating to which
this definition would otherwise apply do not announce or publicly confirm or
inform the Trustee in writing at its request that the reduction was the result,
in whole or in part, of any event or circumstance comprised of or arising as a
result of, or in respect of, the applicable Change of Control (whether or not
the applicable Change of Control shall have occurred at the time of the Ratings
Event).


“S&P” means Standard & Poor’s, a
division of The McGraw-Hill Companies, Inc.


“Voting Stock” of any specified “person” (as
that term is used in Section 13(d)(3) of the Exchange Act) as of any date means
the capital stock of such person that is at the time entitled to vote generally
in the election of the board of directors of such person.



 14
 









 


ARTICLE FIVE


EVENTS OF DEFAULT


In addition to the Events of Default set forth in
Section 5.01 of the Base Indenture, the Notes shall also be subject to the
following Event of Default:


(i)                                     a
failure by the Company to repurchase Notes of such series tendered for
repurchase following the occurrence of a Change of Control Repurchase Event in
conformity with Section 4.03.


ARTICLE SIX


MISCELLANEOUS


Section
6.01.                             Form
of Notes.


The Notes and the Trustee’s Certificates of
Authentication to be endorsed thereon are to be substantially in the form of Exhibit
A, in the case of the 2013 Notes, Exhibit B, in the case of the 2017
Notes, and Exhibit C, in the case of the 2037 Notes, which forms are
hereby incorporated in and made a part of this Supplemental Indenture.


The terms and provisions contained in the Notes shall
constitute, and are hereby expressly made, a part of this Supplemental
Indenture, and the Company and the Trustee, by their execution and delivery of
this Supplemental Indenture, expressly agree to such terms and provisions and
to be bound thereby.


Section
6.02.                             Ratification
of Base Indenture.


The Base Indenture, as supplemented by this
Supplemental Indenture, is in all respects ratified and confirmed, and this
Supplemental Indenture shall be deemed part of the Base Indenture in the manner
and to the extent herein and therein provided.


Section
6.03.                             Trust
Indenture Act Controls.


If any provision hereof limits, qualifies or conflicts
with the duties imposed by Section 310 through 317 of the Trust Indenture Act,
the imposed duties shall control.


Section
6.04.                             Conflict
with Indenture.


To the extent not expressly amended or modified by this Supplemental
Indenture, the Base Indenture shall remain in full force and effect.  If any provision of this Supplemental
Indenture relating to the Notes is inconsistent with any provision of the Base
Indenture, the provision of this Supplemental Indenture shall control.



 15
 









 


Section
6.05.                             Governing
Law.


THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.


Section
6.06.                             Successors.


All agreements of the Company in the Base Indenture, this Supplemental
Indenture and the Notes shall bind its successors.  All agreements of the Trustee in the Base
Indenture and this Supplemental Indenture shall bind its successors.


Section
6.07.                             Counterparts.


This instrument may be executed in any number of counterparts, each of
which so executed shall be deemed to be an original, but all such counterparts
shall together constitute but one and the same instrument.



 16
 









 


IN WITNESS WHEREOF, the parties
to this Supplemental Indenture have caused it to be duly executed as of the day
and year first above written.


	
  

  	
  UNITED STATES STEEL CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ L. T. Brockway

  	
   

  
	
   

  	
  Name:

  	
  L. T. Brockway

  
	
   

  	
  Title:

  	
  Vice President & Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  THE BANK OF NEW YORK, as Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Mary La Gumina

  	
   

  
	
   

  	
  Name:

  	
  Mary La Gumina

  
	
   

  	
  Title:

  	
  Vice President

  
						



 



 17















EXHIBIT A


Form of
Global Note Representing the 2013 Notes



 A-1















EXHIBIT B


Form of
Global Note Representing the 2017 Notes



 B-1















EXHIBIT C


Form of
Global Note Representing the 2037 Notes



 C-1