Exhibit 4.1





                        UNITED STATES STEEL CORPORATION,
                                     Issuer



                                       and



                              THE BANK OF NEW YORK,
                                     Trustee



                          SECOND SUPPLEMENTAL INDENTURE

                          DATED AS OF DECEMBER 10, 2007

                                  TO INDENTURE

                            DATED AS OF MAY 21, 2007



                                   Relating To



              $500,000,000 7.00% Senior Notes due February 1, 2018

<PAGE>

                          SECOND SUPPLEMENTAL INDENTURE

     SECOND  SUPPLEMENTAL  INDENTURE,  dated  as  of  December  10,  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 a new series of its Securities to be  known
as its 7.00% Senior Notes due 2018 (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 and legally binding 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 4.02.

    "Change of Control Repurchase Event" has the meaning provided in Section
4.02.

    "Comparable Treasury Issue" has the meaning provided in Section 4.01.

    "Comparable Treasury Price" has the meaning provided in Section 4.01.

    "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 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 4.01.

    "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 4.02.

    "Liens" has the meaning provided in Section 3.01.

    "Moody's" has the meaning provided in Section 4.02.

    "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.

    "Primary Treasury Dealer" has the meaning provided in Section 4.01.

    "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 4.02.

    "Rating Category" has the meaning provided in Section 4.02.

    "Rating Date" has the meaning provided in Section 4.02.

    "Ratings Event" has the meaning provided in Section 4.02.

    "Reference Treasury Dealer" has the meaning provided in Section 4.01.

    "Reference Treasury Dealer Quotations" has the meaning provided in  Section
4.01.

    "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 4.02.

    "Securities" has the meaning provided in the recitals.

    "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.

    "Treasury Yield" has the meaning provided in Section 4.01.

    "Voting Stock" has the meaning provided in Section 4.02.

                                   ARTICLE TWO

                    GENERAL TERMS AND CONDITIONS OF THE NOTES
                    -----------------------------------------

    SECTION 2.01.    Designation and Principal Amount.
    ------------     --------------------------------

    The  Notes are hereby authorized and are designated the 7.00% Senior  Notes
due 2018, unlimited in aggregate principal amount.  The Notes issued on the date
hereof  pursuant  to  the  terms of this Indenture  shall  be  in  an  aggregate
principal amount of $500,000,000, 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
Notes  having  the  same terms and conditions as the Notes issued  on  the  date
hereof in all respects (except for the payment of interest accruing prior to the
issue  date  of such additional Notes), so that such additional Notes  shall  be
consolidated and form a single series with the Notes issued on the  date  hereof
and shall be governed by the terms of this Indenture.

    Section 2.02.    Maturity.
    ------------     --------

    The principal amount of the Notes shall be payable on February 1, 2018.

    Section 2.03.    Form and Payment.
    ------------     ----------------

    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  the  Notes  shall  be made to The Depository  Trust  Company  (the
"Depositary").

    The  global  notes representing 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  Bank of New York 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  may
appoint and change the Paying Agent without prior notice to the Holders.

    Section 2.04.    Interest.
    ------------     --------

    Interest  on  the  Notes  shall accrue at the  rate  of  7.00%  per  annum.
Interest  on  the Notes shall accrue from December 10, 2007 or the  most  recent
interest  payment date on which interest was paid.  Interest on the Notes  shall
be  payable  semiannually in arrears on February 1 and August 1,  commencing  on
August 1, 2008 (each an "Interest Payment Date"), to the Holders in whose  names
the Notes are registered at the close of business on the January 15 and July  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.
    ------------     -------------------

    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 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.

     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
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        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 Treasury  Yield  plus  50
          basis points, 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 any 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 Banc of America Securities LLC,  J.P.
Morgan Securities Inc. or Scotia Capital (USA) Inc., as selected the Company or,
if  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 Banc of America  Securities  LLC,  J.P.
Morgan  Securities Inc. 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.

    "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 4.02.   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 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  4.02,  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 66?% 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  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.

                                  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 4.02.

                                   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, 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.

    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.

    Section 6.08.  Trustee Disclaimer.
    ------------   ------------------

    The  Trustee  makes no representation as to the validity or sufficiency  of
this  Supplemental Indenture other than as to the validity of its execution  and
delivery  by the Trustee.  The recitals and statements herein are deemed  to  be
those of the Company and not the Trustee.

    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/ Larry T. Brockway
                                    ---------------------
                                 Name:  Larry T. Brockway
                                 Title: Vice President & Treasurer




                                 THE BANK OF NEW YORK, as Trustee


                                 By:/s/ Mary LaGumina
                                    -----------------
                                 Name:  Mary LaGumina
                                 Title: Vice President
<PAGE>


                                                                       EXHIBIT A

                   Form of Global Note Representing the Notes